Disclosure Requirements - Slovak Republic

08.05.2017

Disclosure Category: 3

Background and legal basis

The basis for the disclosure obligation derives from the Act on Securities and Investment Services (n° 566/2001) and from the Stock Exchange Act (no 429/2002), as amended.

The Act on Securities and Investment Services of 2001 sets up a disclosure obligation at the level of the local CSD, upon request of the issuer.

Furthermore, the Stock Exchange Act of 2002 provides for an obligation to report threshold crossings, which falls on the shareholder (in this case, CBL, in whose name the shares are registered in the Slovak Republic).

Obligation to report threshold crossings

When a shareholder acquires or disposes of shares of an issuer whose shares are admitted to trading on a regulated market and to which voting rights are attached, the shareholder shall notify the issuer of the proportion of voting rights held by the shareholder as a result of the acquisition or disposal where that proportion reaches, exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%, and within four business days after the date that the voting rights were acquired.

The information that the shareholder provides to the issuer must be filed with the National Bank of Slovakia (NBS) at the same time.

Sanctions

Failure to comply with the provisions of the Stock Exchange Act of 2002 or other generally binding legal regulations may entitle the NBS, according to the nature, severity, degree of culpability, manner, duration of the unlawful action and its consequences, to:

  • Impose measures for removing and remedying the shortcomings found;
  • Cancel a stock exchange transaction;
  • Order a stock exchange or an issuer to publish a correction of incomplete, incorrect or untrue information that the stock exchange or issuer published on the basis of a statutory duty;
  • Order a stock exchange to end unlicensed activity;
  • Impose a fine of up to EUR 10 million or up to 5% of total annual turnover according to the last available annual accounts approved by the management body, or up to twice the amount of the profits gained or losses avoided because of the breach, where those can be determined, whichever is higher; where the legal entity is a parent undertaking or a subsidiary of a parent undertaking which has to prepare consolidated financial accounts, the relevant total turnover shall be the total annual turnover or the corresponding type of income according to the last available consolidated annual accounts approved by the management body of the ultimate parent undertaking;
  • Limit its activity or suspend its licence for a maximum of one year;
  • Withdraw a licence;
  • Issue a public statement indicating the natural person or the legal entity responsible and the nature of the breach;
  • Impose a fine in the case of a natural person, of up to EUR 2 million or up to twice the amount of the profits gained or losses avoided because of the breach, where those can be determined, whichever is higher.

The NBS may also suspend the rights of voting in respect of a person whose operation concerning a stock exchange is to the detriment of the due and prudent business conduct of the stock exchange.