Decree No. 191 / 2011 Coll.
Decree amending Decree No. 234 / 2009 Coll., on Protection against market abuse and transparency
Valid
Effective from 15.07.2011
Text versions:
15.07.2011
191
DECLARATION
of 27 June 2011
amending Decree No 234 / 2009 Coll., on protection against market abuse and transparency
Pursuant to § 199 (2) of Act No. 256 / 2004 Coll., on the Capital Market, as amended, the Czech National Bank provides for the implementation of § 122 (17), § 125 (7) (a) and (d) to (g), § 126 (6), § 127 (3) and § 127d (1):
Decree No 234 / 2009 Coll., on protection against market abuse and transparency, is amended as follows:
1. in Article 1 (1) and (2), the words "the European Communities' are replaced by the words" the European Union ';
2. In footnote 3, the words "and 2010 / 78 / EU 'are inserted after the words" 2008 / 22 / EC'.
3. In Paragraph 1 (2), at the end of point (c), the word "a 'is replaced by a comma.
4. In Article 1 (2), at the end of paragraph 2, the dot is replaced by "a 'and the following point (e) is added:
"(e) cases where an obligation under the rule of law of a State which is not a Member State of the European Union is comparable to that laid down in Sections 118 to 119a, 120a (1) (a), 120c (1) or 122 (15) or 16 of the Act."
5. In Article 5, at the end of paragraph 4, the sentence "For this period, it shall also ensure that the information related to the management of the list is kept. 'is added.
6. Paragraph 10, including the title, reads:
Other information obligations of the issuer referred to in § 118 (1) of the Act
(1) Information on the change of rights pursuant to § 119b (1) of the Act, information on the change of rights pursuant to § 119b (2) of the Act, information on the new issue of investment securities, the accepted loan or loan or similar liability, as well as on the potential commitment under § 119b (3) of the Act, information relating to the change of rights under § 119b (3) of the Act, information relating to the general meeting of securities representing a share in the issuer or an invitation to a general meeting of securities representing a share in the issuer under § 120b (1) (a) of the Act, notification of the holding of a meeting of holders of securities representing a right under § 120b (1) of the law, and information relating to the issue of securities representing a debt under § 120b (1) of the law, are a contract in the format of the Portable form (pdf) by means of an electronic item of the instrument of the instrument, the relevant to which is included in Article 5 of the Annex 5 of the Act, and 5 of the Act, and 5 of the Act.
(2) Information on the choice of a Member State of the European Union by the issuer pursuant to Article 123 (1) of the Act is sent in the Portable Document Format format (pdf) by means of an electronic form, the structure of which is set out in Annex 6b to this Decree. '
7. footnote 10 is deleted, including the reference thereto.
8. the following Part Six is inserted after Part Five:
COMPETENT OBLIGATIONS OF THE EMITENT FROM THE THIRD STATE
Comparability of obligations of an issuer from a third State
The obligations imposed on an issuer which has its registered office in a State which is not a Member State of the European Union (hereinafter referred to as the "issuer of a third State") are comparable to those laid down in Sections 118 to 119a, 120a (1) (a), 120c (1) or 122 (15) of the Law, provided that the law of the State of which the issuer of a third State is governed lays down at least the requirements set out in Annex 15 to this Decree. '
Part six shall be renumbered part seven.
9. Annex 5 shall read as follows:
"Annex No 5 to Decree No 234 / 2009 Coll.
Information related to the general meeting or similar assembly of securities owners representing a share of the issuer pursuant to § 120a (2) and (3) of the Act
The electronic form shall include, in particular, the unique identification of the information and, where appropriate, the unique identification of the original information and the content and reasons for the correction, the identification of the person of the issuer and of other obliged entities, the brief name of the information, additional information and the identification of the contact person. The completed electronic form shall be accompanied by information relating to the general meeting or similar assembly of securities owners representing a share of the issuer pursuant to Article 120a (2) and (3) of the Act. ';
10. the following Annex 5a is inserted after Annex 5:
"Annex No 5a to Decree No 234 / 2009 Coll.
Notice of the holding of a general meeting or similar assembly of holders of securities representing an issuer or an invitation to a general meeting or similar assembly of holders of securities representing an issuer pursuant to Article 120b (1) (a) of the Act
The electronic form shall include, in particular, the unique identification of the information and, where appropriate, the unique identification of the original information and the content and reasons for the correction, the identification of the person of the issuer and of other obliged entities, the brief name of the information, additional information and the identification of the contact person. The electronic form to be completed shall be accompanied by a notice of the holding of the general meeting or a similar meeting of the holders of securities representing a share in the issuer or an invitation to the general meeting or a similar meeting of the holders representing a share in the issuer pursuant to Article 120b (1) (a) of the Act. ';
11. Annex 6 shall read:
"Annex No 6 to Decree No 234 / 2009 Coll.
Notice of the holding of a meeting of bondholders or of a similar assembly of securities representing the right to repayment of the amount due pursuant to Article 120c (1) of the Act
The electronic form shall include, in particular, the unique identification of the information and, where appropriate, the unique identification of the original information and the content and reasons for the correction, the identification of the issuer, the ISIN investment instrument, the identification of another obligor, the brief name of the information, the additional information and the identification of the contact person. The electronic form to be completed shall be accompanied by a notice of the holding of a meeting of the holders of bonds or of a similar assembly of securities representing the right to repayment of the amount due pursuant to Article 120c (1) of the Act. '.
12. the following Annexes 6a and 6b are inserted after Annex 6:
"Annex No 6a to Decree No 234 / 2009 Coll.
Information related to the issue of bonds or similar securities representing the right to repayment of the amount due under Section 120c (1) of the Act
The electronic form shall include, in particular, the unique identification of the information and, where appropriate, the unique identification of the original information and the content and reasons for the correction, the identification of the issuer, the ISIN investment instrument, the identification of another obligor, the brief name of the information, the additional information and the identification of the contact person. Information relating to the issue of bonds or similar securities representing the right to repayment of the amount due under Section 120c (1) of the Act shall be attached to the completed electronic form.
Příloha č. 6b
Annex No. 6b to Decree No. 234 / 2009 Coll.
Information on the choice of a Member State of the European Union by the issuer pursuant to § 123 (1) of the Act
The electronic form shall include, in particular, the unique identification of the information and, where appropriate, the unique identification of the original information and the content and reasons for the correction, the identification of the person of the issuer, the chosen State of the European Union, the additional information and the identification of the contact person. ';
13. In Annex 12, the words "and time 'are deleted.
14. The following Annex 15 is inserted after Annex 14:
"Annex No 15 to Decree No 234 / 2009 Coll.
Comparability of obligations of an issuer from a third State
I. Annual report of an issuer from a third State
The annual report of an issuer from a third State shall contain:
(a) the accounts audited by the auditor;
(b) a true and fair view of the financial situation, business activity and results of the management of the issuer of a third State over the preceding financial year, with an indication of the relevant factors, risks and uncertainties affecting the financial situation, business activities or the results of the management of the issuer of the third State, and their effects; that information includes figures and information on the financial situation, business activities and the results of the management of the issuer from a third State;
(c) any important events occurring after the end of the financial year;
(d) the prospects for future developments in the financial situation, business activity and results of the third-State issuer; and
(e) a statement by an issuer from a third State that, to the best of their knowledge, the annual report gives a true and fair view of the financial situation, business activity and economic results of the issuer from a third State during the previous financial year and of the prospects for future developments in the financial situation, business activity and economic results.
II. Consolidated Annual Report of an issuer from a third State
1. The consolidated annual report of the issuer from a third State shall contain:
(a) the accounts and consolidated accounts as verified by the auditor;
(b) a true and fair view of the financial situation, business activity and economic results of the issuer of the third State and its consolidation unit over the previous financial year, indicating the relevant factors, risks and uncertainties that have affected the financial situation, business or the results of the management of the issuer of the third State and its consolidation unit, and their effects; the information includes figures and information on the financial situation, business activity and results of the third State issuer and its consolidation unit,
(c) any important events occurring after the end of the financial year;
(d) prospects for future developments in the financial situation, business activity and results of the management of the issuer of the third State and its consolidation unit; and
(e) a statement by the third-State issuer's authorised persons that, to the best of their knowledge, the consolidated annual report gives a true and fair view of the financial situation, business activity and economic results of the third-State issuer and its consolidation unit during the previous financial year and of the prospects for future developments in the financial situation, business activity and economic results.
2. In the event that an issuer from a third State under the law of the State under which it is governed is not obliged to draw up financial statements in addition to consolidated financial statements, the consolidated annual report of the issuer from the third State shall include the following additional information:
(a) the calculation of the dividend and data on the ability to pay dividends in respect of an issuer from a third State referred to in Paragraph 118 (1) (a) of the Act; and
(b) information on own funds, own funds requirements and liquidity requirements of an issuer of a third State, where such requirements are imposed on it by the law of the State of which it is governed.
3. At the request of the Czech National Bank, the third-State issuer also provides the Czech National Bank with further published audited information relating to the data referred to in point 2 and based on accounting on an individual basis. This information may be processed in accordance with the accounting standards of the State by which the issuer from a third State is governed.
III. Financial statements and consolidated financial statements of an issuer of a third State
1. The accounts and consolidated accounts shall be drawn up in accordance with:
(a) international accounting standards recognised as applicable within the European Union under the directly applicable European Union1; or
(b) national accounting standards of the State governing the issuer of a third State equivalent to international accounting standards in accordance with the directly applicable European Union2).
2. Where the financial statements and consolidated financial statements are not drawn up in accordance with the accounting standards referred to in point 1, the issuer from a third State shall also draw up those financial statements in accordance with the accounting standards referred to in point 1.
IV. Semi-annual report of the issuer from a third State
1. The half-yearly report of the issuer from a third State shall contain:
(a) figures and information to the extent of the shortened balance sheet, the shortened profit and loss account and the selected explanatory notes that result for them
(aa) International Accounting Standard IAS 34- Interim Financial Reporting annexed to the directly applicable European Union14); or
(ab) from the national accounting standard of the State by which the issuer of a third State is governed, to the corresponding and equivalent international accounting standard of IAS 34- Interim Financial Reporting under the directly applicable European Union15),
(b) an overview of the financial situation, business activity and results of the third-State issuer over the past six months;
(c) prospects for future developments in the financial situation, business activity and results of the third State issuer in the following half-year;
(d) in the case of an issuer from a third State referred to in Section 118 (1) (a) of the Act, also an inventory of transactions with a related party, unless they have been published on an ongoing basis; and
(e) a statement by an issuer from a third State that, to the best of their knowledge, a half-yearly report gives a true and fair view of the financial situation, business activity and economic results of the issuer from a third State over the past six months and of the prospects for future developments in the financial situation, business activity and results of the issuer from a third State.
(2) The shortened balance sheet, the shortened profit and loss account and the selected explanatory notes referred to in point 1 (a) shall always contain items, including subtotals, equivalent to those contained in the annual report of the issuer of the third State during the previous year; where the non-inclusion of the relevant item in the half-yearly report would be capable of giving investors a misleading idea of the assets or other assets, liabilities or other liabilities, financial situation or economic result of an issuer from a third State, the issuer of a third State shall supplement the shortened balance sheet or profit or loss account with an additional explanation to prevent the evocation of the delusion.
V. Consolidated half-yearly third State issuer report
A consolidated half-yearly report by an issuer from a third State shall contain:
(a) figures and information to the extent of the interim accounts resulting from the interim accounts
(aa) International Accounting Standard IAS 34- Interim Financial Reporting annexed to the directly applicable European Union14); or
(ab) from the national accounting standard of the State by which the issuer of a third State is governed, to the corresponding and equivalent international accounting standard of IAS 34- Interim Financial Reporting under the directly applicable European Union15),
(b) an overview of the financial situation, business activity and results of the management of the issuer of the third State and its consolidation unit over the past six months;
(c) prospects of future developments in the financial situation, business activity and results of the management of the issuer of the third State and its consolidation unit in the following half-year;
(d) in the case of an issuer from a third State referred to in Section 118 (1) (a) of the Act, also an inventory of transactions with a related party, unless they have been published on an ongoing basis; and
(e) a statement by an issuer from a third State that, to the best of their knowledge, a consolidated half-yearly report gives a true and fair view of the financial situation, business activity and results of the management of the issuer from a third State and its consolidation unit over the past half-year and of the prospects of future developments in the financial situation, business activity and results of the management of the issuer from a third State and its consolidation unit.
VI. Declaration by authorised persons of the issuer from a third State
The declarations of authorised persons in the annual report, the consolidated annual report, the half-yearly report and the consolidated half-yearly report of the issuer of the third State shall be linked to the liability of the authorised person or persons within the issuer of the third State for such reports.
VII. Quarterly financial report of an issuer from a third State
A third-State issuer publishes a quarterly financial report which contains a true and fair view of the financial situation, business activity and business results of the issuer of the third State and its controlled persons for that quarter.
VIII. Acquisition or disposal of own shares by an issuer of a third State
1. An issuer from a third State which, under the law of the State under which it is governed, may, by itself or through another person acting on its behalf, acquire own shares with which it has a share of not more than 5% in all voting rights, publish any achievement or exceeding that share, or reduce its share below that limit.
2. An issuer from a third State who, under the law of the State under which it is governed, may, by himself or through another person acting on its behalf, acquire own shares with which he obtains a share in all voting rights between 5% and 10%, shall publish any 5% share or maximum permissible share or a reduction of his share below those limits.
3. An issuer from a third State who, under the law of the State under which it is governed, may, by himself or through another person acting on its behalf, acquire own shares with which he reaches more than 10% of all voting rights, publish any 5% or 10% or a reduction in his share below those limits.
IX. Total number of voting rights and capital of the issuer from a third State
The issuer from a third State shall publish the total number of voting rights and the amount of capital within 30 calendar days of the date on which they were modified.
X. Content of the invitation to the general meeting, announcement of the general meeting or meetings of bond owners and similar meetings of the issuer from a third State
A third-State issuer shall, in an invitation to a general meeting or similar assembly of securities owners representing a share of an issuer from a third State, in a notice of the holding of a general meeting or similar assembly of securities owners representing a share of an issuer from a third State, or a meeting of bond owners or similar assembly of securities owners representing the right to pay the amount due at least the place, date and schedule of such meetings or meetings. ';
Efficacy
This decree shall take effect on the day of its publication.
Governor:
Ing. Singer, Ph.D., v. r.
14) Commission Regulation (EC) No 1126 / 2008 of 3 November 2008 adopting certain international accounting standards in accordance with Regulation (EC) No 1606 / 2002 of the European Parliament and of the Council, as amended.
15) Commission Regulation (EC) No 1569 / 2007 of 21 December 2007 establishing a mechanism for determining the equivalence of accounting standards applied by third country issuers of securities in accordance with Directives 2003 / 71 / EC and 2004 / 109 / EC of the European Parliament and of the Council.
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Regulation Information
| Citation | Decree No. 191 / 2011 Coll., amending Decree No. 234 / 2009 Coll., on Protection against market abuse and transparency |
|---|---|
| Regulation Type | - |
| Author | - |
| Collection | Code of Laws |
| Date of Promulgation | 15.07.2011 |
|---|---|
| Effective from | 15.07.2011 |
| Effective until | - |
| Status | Valid |
The regulation text is for informational purposes only.
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