Key Benefits:
363. Regulation of the Vienna Stock Exchange on the fees regulations for the proceedings before the Takeover Commission
Pursuant to Section 31 (3) of the Takeover Act (ÜbG), Wiener Börse AG is authorized to issue a fee order for the proceedings before the Takeover Commission, as the Stock Exchange Company managing and managing the Vienna Stock Exchange is authorized.
After hearing the Takeover Commission, the management of the stock exchange company Wiener Börse AG issued the following fee schedule for the proceedings before the Takeover Commission of 25 November 2010:
Fee regulations of Wiener Börse AG for the
Proceedings before the Takeover Commission
1. Fee for the procedure for the control and supervision of the implementation of a public offer by the Takeover Commission
1.1. |
For the procedure for the control and supervision of the implementation of a public offer by the Takeover Board, a fee shall be paid by each bidder. This fee depends on the amount of the total consideration offered (if at all, according to § 15 ÜbG improved) of the offer and is from this: |
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for the first EUR 100 million, 0.2%, but at least EUR 60,000, --, |
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for the next EUR 100 million, 0.11%, |
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for the following EUR 100 million 0,09%, |
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for the following EUR 100 million 0,045%; and |
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EUR 400 million 0,04%, but not more than EUR 550.000, --. |
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1.2. |
The fee claim in accordance with 1.1. arises at the time when a bidder is obliged to display the offer in accordance with the provisions of the Takeover Act. |
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1.3. |
The fee in accordance with 1.1. is reduced by 25 percent if the procedure ends before the takeover commission before the publication of the offer document or before the start of the implementation of the procedure, if the Takeover Board thereby reduces the amount of Procedural effort has been incurred. |
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1.4. |
At the latest at the time of the announcement of the offer at the Takeover Commission, a fee advance of EUR 20,000, -- shall be issued. The tender documents shall be accompanied by proof of the revenue of this advance payment. |
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1.5. |
If, in the course of a procedure in accordance with 1.1., a modest execution has to be carried out in relation to the offeree company (in particular the publication or publication of additional statements or corrections, the arrangement of the omission) of certain measures to influence public opinion), the offeree company must pay a fee of EUR 10,700 for each modest execution. |
2. Fees for proceedings pursuant to § 22b or § 26a ÜbG
2.1. |
No fee will be charged by the bidder for a notice pursuant to § 22b (1) or § 26a (1) exercise G. |
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2.2. |
If the Takeover Commission decides on an application pursuant to Section 22b (3) or |
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2.3. |
The fee claim in accordance with 2.2 arises with the submission of the application in question. |
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2.4. |
At the latest at the time of the submission of an application in accordance with Section 22b (3) or Article 26a (4) of the Act on the Takeover Commission, a fee advance of EUR 10,700 shall be issued. The application shall be accompanied by proof of the revenue of this advance payment advance. |
3. Fees for proceedings pursuant to § 25 ÜbG
3.1. |
For the procedure for the examination of an advertisement in accordance with § 25 ÜbG, a fee of EUR 10,700 is payable by the bidder. |
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3.2. |
The fee claim in accordance with 3.1. arises at the time when a bidder is obliged to display the facts to the Takeover Commission in accordance with the provisions of the Takeover Act in accordance with § 25 exercise G. |
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3.3. |
If the Takeover Commission decides on a modest basis in accordance with Section 25 (2) or (3) of the exercise G, a fee of EUR 10,700 shall be paid by the bidder. |
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3.4. |
At the latest at the time of the notification of the facts to the Takeover Board, a fee advance of EUR 5,350. -- shall be issued. The advertisement shall be accompanied by proof of the revenue of this fee advance. |
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3.5. |
If, in the course of proceedings pursuant to Article 25 (2) exercise G, the Takeover Commission assigns the position of a compulsory offer, the fees referred to in point 3 shall be credited to the fees to be paid under point 1. |
4. Fees for proceedings pursuant to § 26b ÜbG
4.1. |
For a procedure before the Takeover Commission, which leads to a notice of determination according to § 26b ÜbG, the bidder is required to pay a fee of EUR 21,400. |
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4.2. |
The fee claim in accordance with 4.1. arises at the time of the submission of the application in question to the Takeover Commission. |
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4.3. |
At the latest at the time of the submission of the application to the Takeover Commission, a fee advance of EUR 10,700 is to be paid. The application shall be accompanied by proof of the revenue of this advance payment advance. |
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4.4. |
If the Takeover Board, in accordance with Article 26b (2) of the exercise, establishes a modest offer, the fees referred to in point 4 shall be credited to the fees to be charged under point 1. |
5. Procedure according to § 33 ÜbG
5.1. |
For a procedure in accordance with § 33 exercise G, a fee of EUR 21,400 is payable. |
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5.2. |
The fee claim according to 5.1.arises at the time of the advance of the fee by the Takeover Commission. |
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5.3. |
In principle, the tenderer is obliged to apply the fee in accordance with 5.1. as well as the cash outlays according to 8.4. However, fees and cash outlays shall be imposed on the offeree company in whole or in part on the basis of equity, when the offeree company has submitted an application or a counter-application and could have foreseen, at all or from a certain point in time, that its application , under the same conditions, all or part of the bearer fee and cash outlays will be imposed on the holder of the equity securities in accordance with Section 33 (2) (2) (4) of the Act. |
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5.4. |
Fees referred to in point 5 shall not apply to any fees referred to in point 1. and point 3. |
6. Procedure according to § 34 ÜbG
6.1. |
For a procedure before the Takeover Commission pursuant to § 34 (2), (3) and (4) exercise G, a fee of EUR 21,400 is payable by the affected equity holder. |
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6.2. |
The fee claim in accordance with 6.1. shall be incurred at the time of the acceptance of the fee by the Takeover Board. |
7. Other actions of the Takeover Commission
7.1. |
For a determination procedure for the decision of a preliminary question pursuant to Section 29 (2) exercise G, the provisions contained in point 5 (procedure in accordance with § 33 ÜbG) shall apply in accordance with the applicable rules. |
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7.2. |
For all written statements made by the Takeover Board, which take place on request (in particular, the granting of written information, advice and the amicable settlement of disagreements in the application of the The applicant is required to pay a fee of EUR 864, --. |
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7.3. |
The applicant will be required to pay a fee of EUR 10,700, -- for all written comments made by the Takeover Board in the sense of 7.2., which take place with the participation of a Senate of the Takeover Board. |
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7.4. |
If the applicant in the succession of tenderers is in proceedings before the Takeover Commission and if the application is in a content-related relationship with such a procedure, the fee referred to in point 7 shall be applied to those for the relevant proceedings before the The Takeover Board shall be charged for a fee. |
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7.5. |
For the examination of an application for a reduction of the blocking period according to § 21 ÜbG, a fee of EUR 21,400 is to be paid by the bidder. This fee will not be charged on a fee to be paid for a procedure before the Takeover Board. |
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7.6. |
The fee claims in accordance with 7.2., 7.3. and 7.5. shall be made with the application of the application in question. |
8. General provisions
8.1. |
If legal entities go ahead together with regard to an offer or exercise of the voting rights (§ 1 Z 6 ÜbG), they shall be liable in solidarity for the payment of the fees and cash costs in accordance with this Fee Regulations. Without prejudice to any other means of service, in any case, in matters relating to such fees, the legal entity referred to in the offer document as a tenderer in the first place shall be the joint appointing representative. |
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8.2. |
If an offer offers alternative, value-added services (e.g. cash price, consideration in the form of securities or other property rights), then the calculation of fees, which is based on the sum of the In return, refer to the highest consideration in terms of value according to § 26 ÜbG. |
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8.3. |
All fees and payments made by the Takeover Board on the basis of this Fee Regulations are due for payment of ten bank working days after pre-payment. |
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8.4. |
Cash outlays which the Takeover Commission has established in connection with a proceeding under the provisions of the Takeover Act (in particular for publications and for expert fees) shall be independent of the provisions of the above To replace the provisions of the applicable fee system and are required by the Takeover Board. Cash outlays are basically to be borne by the bidder. If cash outlays are caused by the fault of the offeree company, then they shall be borne by the target company. In particular, debt should be assumed if the target company was able to foresee at the time the application was submitted that its application would result in a non-appropriate procedural effort. |
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If it is to be seen that the Takeover Commission has grown cash outlays in the course of a procedure, it may require the bidder and the offeree company to advance a cash deposit advance in the amount of the cash outlays expected to be incurred. |
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8.5. |
If a request has been submitted in writing to the Takeover Commission within |
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8.6. |
The fees imposed by the Takeover Board, the cash outlays and the advances to be made are to be paid to the account of Wiener Börse AG at Erste Bank of the Oesterreichische Sparkassen AG with the number 012-20993, BLZ 20111, IBAN AT602011100001220993, Swift Code: GIBAATWW, to be paid. |
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8.7. |
This fee schedule shall be 1. January 2011 in force and applies to all cases pending after its entry into force at the Takeover Commission. |
The fees regulations of Wiener Börse AG, issued pursuant to a decision of the management of Wiener Börse AG of 9 June 2006, for the proceedings before the Takeover Commission, announced with the publication of Wiener Börse AG No. 824 of 12 June 2006 In 2006, and in the Bundesgesetzblatt (Bundesgesetzblatt) for the Republic of Austria, Part II, No 369 of 2 October 2006, it shall not enter into force on that date with the proviso that it will continue to apply to cases pending at that date in the case of the Takeover Commission.
Made known with the publication of the stock exchange company Wiener Börse AG no. 1756 of 25 November 2010.
Buhl Schaller