What is Act No. 56 / 2006 Coll.?

Act No. 56 / 2006 Coll., amending Act No. 256 / 2004 Coll., on Capital Market Business, as amended, and other related laws — Act amending Act No. 256 / 2004 Coll., on Capital Market Business, as amended, and other related laws.

When it became Act No. 56 / 2006 Coll. effectiveness?

Act No. 56 / 2006 Coll. became effective 08.03.2006.

Is Act No. 56 / 2006 Coll. still valid?

Yes, Act No. 56 / 2006 Coll. is still valid and effective.

Act No. 56 / 2006 Coll. - Act amending Act No. 256 / 2004 Coll., o...

56

THE LAW

of 2 February 2006

amending Act No. 256 / 2004 Coll., on Capital Market Business, as amended, and other related laws

Parliament has decided on this law of the Czech Republic:

ČÁST PRVNÍ

Amendment to Act No. 256 / 2004 Coll., on Capital Market Business

Čl. I

Act No. 256 / 2004 Coll., on Capital Market Enterprise, as amended by Act No. 635 / 2004 Coll., Act No. 179 / 2005 Coll. and Act No. 377 / 2005 Coll., is amended as follows:

1. Paragraph 1, including footnote 1, reads as follows:

„§ 1

This law incorporates the relevant provisions of the European Community1) and regulates the provision of capital market services and the public supply of securities.

1) Council Directive 93 / 6 / EEC of 15 March 1993 on the capital adequacy of investment firms and credit institutions as amended by Directives 98 / 31 / EC and 98 / 33 / EC. Council Directive 93 / 22 / EEC of 10 May 1993 on investment services in the securities field, as amended by Directives 95 / 26 / EC, 97 / 9 / EC and 2000 / 64 / EC. Directive 97 / 9 / EC of the European Parliament and of the Council of 3 March 1997 on investor compensation schemes. Directive 98 / 26 / EC of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems. Directive 2000 / 12 / EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions, in the part of the provisions referred to in Article 2 (2), Directive 2001 / 34 / EC of the European Parliament and of the Council of 28 May 2001 on the admission of securities to listed on the stock exchange and on the information to be published therein, as amended by Directive 2003 / 6 / EC. Directive 2003 / 6 / EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse). Directive 2003 / 71 / EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published in the public tender or admission to trading of securities and amending Directive 2001 / 34 / EC. ';

2. In Article 2 (c), the words "to which the powers of one of these persons have been delegated or 'shall be deleted.

3. In Article 2, at the end of point (g), the dot is replaced by a comma and the following point (h) is added, including footnote 1a:

"(h) the assets of the customer are funds and investment vehicles entrusted to the securities dealer for the purpose of providing the investment service and funds and investment vehicles obtained for those values to the client. The assets of the customer are not deposits under the Bank1a Act, which are accounted for by a securities dealer who is a bank or branch of a foreign bank.

"(1a) Act No. 21 / 1992 Coll., on Banks, as amended. '

4. In Article 3 (1) (b), the words "issued by the Fund 'are deleted.

5. In Article 3, at the end of paragraph 2, the dot is replaced by a comma and the following point (d) is added:

"(d) other securities which are normally traded on the capital market which show the right to cash settlement, with the exception of payment instruments."

6. In Article 3, the words "securities (hereinafter referred to as" CSD ") 'shall be added at the end of the text of paragraph 4.

7. In Article 3, the following paragraph 5 is added:

"(5) Collective investment securities are units of a mutual fund, investment fund shares and similar securities issued abroad. ';

8. In Article 4 (4), the words "if the securities dealer has it (Article 5) in his permit to operate 'are deleted.

9. In Paragraph 4 (6) of the Introductory Part of the provision, the words "to the business of a securities dealer 'are replaced by the words" or registration'.

10. in Article 4 (6) (a), the words "are controlled by the person providing the investment service," shall be inserted after the words "the person providing the investment service."

11. in Article 6 (3) and (4):

"(3) The equity of a securities dealer, which is not a bank and has no investment services limited under paragraph 4, shall be at least EUR 730 000 in Czech crowns.

(4) The equity of a securities dealer, which is not a bank and is not entitled to provide any of the investment services referred to in Article 4 (2) (c) and (e), must be at least EUR 125 000 in Czech crowns. "

12. In Article 9, at the end of paragraph 1, the sentence "The securities dealer, which is a bank, shall be added to the capital adequacy under the Bank1a Act."

13. in Article 9 (2), the words "for calculation" shall be deleted;

14. in Article 11 (1) (b):

"(b) in order to achieve or exceed a qualifying holding of 20%, 33% or 50% in a securities dealer who is not a bank, if not to obtain or exceed a holding by transferring ownership of the security; or"

15. Paragraph 11 (2) reads:

"(2) For the purposes of calculating the participation referred to in paragraph 1 in a securities dealer, the voting rights of securities shall be included,

(a) held on behalf of the person referred to in paragraph 1 by another person on his behalf;

(b) owned by a person controlled by the person referred to in paragraph 1;

(c) held by another person who has concluded a contract with or controlled by the person referred to in paragraph 1, in which they have committed themselves to pursue a common policy on the management of the securities dealer in the long term by applying in agreement the voting rights of the securities they hold;

(d) held by another person under contract with or under the control of the person referred to in paragraph 1, where that contract provides for the temporary transfer of the disposition with voting rights to the person referred to in paragraph 1 or controlled by him for consideration;

(e) provided as security by the person referred to in paragraph 1; This shall not apply where the disposition with voting rights has been left to the person who holds the securities in custody, administration or property and who publishes in at least one national distributed journal information that he will exercise those voting rights; in that case, the voting rights of those securities shall be attributed to the person who holds them in custody, administration or property;

(f) which are owned by another person, where that person exercises the voting rights of those securities on his own behalf, in accordance with the instructions of the person referred to in paragraph 1, under a voting contract. ';

16. in Article 11 (3):

"(3) Where a person, persons acting in conformity or persons referred to in paragraph 2 have their head office in a Member State of the European Union, are subject to the supervision of the supervisory authority of that Member State and intend to take part in that Member State in accordance with paragraph 1, the Commission shall, before taking a decision, request an opinion from that supervisory authority. ';

17. Paragraph 11 (6) reads:

"(6) If, within 3 months of the date of receipt of the request for consent referred to in paragraph 1, the Commission has not sent the applicant a decision on the application against which the decomposition can be made, the consent shall be valid. If the application is suspended, the time limit shall not run. ';

18. in Article 12 (3), the following point (b) is inserted after point (a):

"(b) book-entry securities with which the owner has concluded a contract for the safekeeping of investment instruments and which are kept in a separate stock register held by the Czech National Bank in a customer account; such records shall be kept in the register following a separate stock register maintained by the Czech National Bank (§ 93),"

Points (b) to (d) shall be renumbered (c) to (e).

19. in Article 12 (3) (e):

"(e) investment vehicles entrusted to it by customers for the purpose of providing an investment service which are not listed in points (a) to (d) and the nature of which permits it; such records shall be kept in a separate register of investment vehicles (Section 93). ';

20. in Paragraph 12 (4), "2" is replaced by "3."

21. Paragraph 12 (5) shall be deleted;

Paragraphs 6 to 10 shall be renumbered paragraphs 5 to 9.

22. in Article 12 (5) (a):

"(a) separately keeps its own funds and funds entrusted to it by the customer and accounts for the customer's assets separately from its assets;"

23. In Paragraph 13, the sentence "The securities dealer is entitled to keep the natural numbers of the participants in the transactions for the purpose of keeping the securities dealer's diary is added at the end of paragraph 3. '.

24. In Article 14 (2), the words "is not the person referred to in Article 10 (3) 'shall be inserted after the words" the test'.

25. Paragraph 14 (3) reads:

"(3) The Commission may forgive the composition of the brokerage test to a person who:

(a) demonstrate the composition of a similar test before a national professional organisation which brings together participants in the capital market if such a test examines the knowledge required for the performance of the agent's activities in a comparable manner to the brokerage test; or

(b) demonstrate that a similar examination is carried out abroad if such a test examines the knowledge required for the performance of the broker's activities in a comparable manner to the brokerage test, and demonstrates the knowledge of the capital market legislation in the Czech Republic. "

26. in Article 15 (1) (e):

"(e) shall inform the customer within the time limit agreed with him, but not later than within the time limits laid down in the implementing act, of the transactions he has concluded for him;"

27. in Paragraph 15 (1), the comma at the end of point (i) shall be replaced by a dot and point (j) shall be deleted;

28. In the second sentence of Article 16 (1), the word "also 'is inserted after the word" access'.

29. in Article 16 (2) (d), the words "through regulated markets or other persons" shall be replaced by the words "to the extent specified in Article 13 (2)."

30. In Article 16 (3), the words "within 1 month after the end of the calendar quarter 'are replaced by the words" within the period laid down in the implementing act'.

31. in Paragraph 16 (4):

"(4) A securities dealer who is not a bank and who has an obligation to maintain equity in accordance with Article 6 (3) shall inform the Commission within 20 days of the end of each calendar month of compliance with the solvency rules. Other non-bank securities dealers shall comply with this obligation within one month of the end of the calendar quarter. ';

32. In Article 16 (7), "a 'is replaced by" comma' and the words "and the time limits referred to in paragraph 3 'are inserted after the words" performance'.

33.In Article 17 (b), "3 years" is replaced by "5 years."

34. In Article 18, the following paragraph 4 is added:

"(4) The provisions of paragraphs 1 to 3 shall not apply in the event of a change in the subject matter of the business resulting from a change in the scope of the permit (§ 144). '

35. In Paragraph 19 (3), the following sentence shall be added at the end of the paragraph: "This shall not apply to a merger of a securities dealer who is only authorised to provide an investment service under Paragraph 4 (1) (d) with an investment company authorised to manage a customer's assets under a special law; the provisions of paragraphs 1 and 2 shall apply mutatis mutandis. ';

36. in Article 25 (3) (a):

"(a) complies with the information obligations laid down in Article 16 (2) (b) to (e) in respect of investment services provided on the territory of the Czech Republic,"

37. In Article 26, the sentence "The Commission shall send the information referred to in paragraph 1 at the same time to the Ministry of Finance (" the Ministry ') shall be added at the end of paragraph 2.'

38. In Article 26 (3), the words "through the Ministry 'shall be inserted after the words" inform'.

39. In Article 26 (4) of the Introductory Part of the provision, the words "through the Ministry 'shall be inserted after the words" inform'.

40. In Paragraph 27 (4) (b), the words "in relation to the persons against whom the proceedings are brought" shall be inserted after the word "concerned."

41. In Article 27, the following paragraph 10 is added:

"(10) When refusing an application pursuant to paragraph 4 or 9, the Commission shall inform the supervisory authority referred to in paragraph 2 of the grounds for refusal of an application, including any available information on the ongoing procedure or decision. ';

42.In § 28 (7) (d), "§ 16" is replaced by "§ 24 (7) (a)."

43. In Paragraph 29 (1) of the Introductory Part of the provision, the words "securities issued by the collective investment fund 'are replaced by the words" collective investment securities'.

44.Paragraph 30 (8) reads:

"(8) The Commission shall register and issue a certificate to the applicant within 30 days of receipt of the application. If the applicant fails to demonstrate compliance with the conditions set out in paragraph 5 or 6, the Commission shall initiate an administrative procedure within that time limit and decide that the application for registration shall be rejected if the applicant fails to fulfil those conditions even in that procedure. ';

45. In Paragraph 30, the following paragraph 9 is added:

"(9) The Commission shall cancel the registration if the investment intermediary requests the Commission to cancel it in writing. ';

46. at the end of point (a) of Article 32 (1), the words "; the investment intermediary shall be entitled to keep the natural numbers of the participants in the transactions for the purposes of keeping this register."

47. in Paragraph 32 (1), the words "and provide professional investment services" shall be added at the end of the text of point (b).

48. In Section 32, the following paragraph 5 is added:

"(5) The investment intermediary shall keep a record of the orders received and transmitted pursuant to paragraph 1 (a) for at least 10 years from the end of the calendar year in which the service was provided.";

49. In Paragraph 33 (2), the word "reasonably 'shall be inserted after the word" applies'.

50. In Article 33 (2), the words "or, where the nature of the security does not preclude the use of this legislation 'shall be deleted.

51. In the last sentence of Paragraph 33 (4), the words "period according to the first sentence 'are replaced by the words" period'.

52nd Paragraph 33 (5) reads:

"(5) In the case of the involuntary public auction of investment securities, it is necessary to draw up an expert opinion in accordance with a specific legislation governing the performance of the expert's activities in order to determine the price of the auction; If the lowest submission does not exceed CZK 100 000, the expert opinion on the price of the auction can be replaced by a record of the estimate of the price of the auction subject in accordance with the special law governing public auctions. The auctioneer shall publish an expert opinion or price estimation record in a manner that allows remote access for at least one year. The auctioneer shall also send an auction decree containing the price of the auction subject within the time limits laid down in the specific public auction law. '.

53. In the first sentence of Paragraph 33 (6), the words "a CSD 'are replaced by the words" a person managing a securities register'.

54. In Paragraph 33, the following paragraph 7 is inserted after paragraph 6:

"(7) Where paper securities are auctioned to the public by a bearer and the auctioneer does not know the owners of such securities, the auctioneer shall not be obliged to send the owners an auction order and other documents. ';

Paragraph 7 shall become paragraph 8.

55. The fourth part, including the headings and footnotes No 1b and 1c, shall read as follows:

„ČÁST ČTVRTÁ

PUBLIC TENDER OF INVESTMENT PRICES AND PRE-ACCESS

HLAVA I

PUBLIC TENDER OF INVESTMENT PRICES

§ 34

Basic provisions

(1) Public offer of investment securities (hereinafter referred to as "public offer") means any communication to a wider range of persons containing information on the investment securities offered and the conditions for their acquisition which are sufficient to enable an investor to decide to buy or subscribe to such investment securities.

(2) For the purposes of the provisions of this Act on public tender, the prospectus of the security and the conditions for admission to trading on the official market:

(a) investment securities referred to in Article 3 (2) (a) and transferable securities entitled to acquire such investment securities, provided that such transferable securities are issued by the same issuer or issuer belonging to a group controlled by the same controlling entity (hereinafter referred to as "the same group") as the issuer of investment securities to be acquired by the transfer;

(b) debt securities investment securities other than capital securities;

(c) a plan for the ongoing or repeated issue of fungible debt securities, including warrants and similar securities for such debt securities, during the designated period of issue,

(d) by a qualified investor:

1. a bank, a foreign person with a similar business, a savings and credit cooperative or a foreign person with a similar business,

2. a securities dealer and a foreign person with a similar business,

3. financial institutions subject to supervision or supervision (§ 151);

4. the person referred to in § 2 (a) (12), 16 to 18,

5. a legal person who, according to the last annual report or consolidated annual report, meets at least two of the three criteria, which are the total amount of assets corresponding to the amount of EUR 43 000 000 in Czech crowns, the net annual turnover corresponding to the amount of EUR 50 000 000 in Czech crowns and the average number of employees in the marketing year 250 or more;

6. any other legal person who, at his request, is registered by the Commission or the supervisory authority of another Member State of the European Union in the list of qualified investors;

7. a natural person who meets at least two of the three criteria laid down and who, at his request, is registered by the Commission or the supervisory authority of another Member State of the European Union in the list of qualified investors; the criteria are the execution of transactions of significant size on regulated securities markets in the past 4 calendar quarters with an average frequency of at least 10 transactions per quarter, the size of the assets managed in investment vehicles above EUR 500 000 and the professional experience in the financial sector requiring an investment in investment vehicles of at least one year.

(3) The provisions of this Act on public tender and the prospectus of a security do not apply to:

(a) debt securities issued

1. a Member State of the European Union,

2. the Member State of the Federation which is a Member State of the European Union;

3. the territorial autonomous total of a Member State of the European Union,

4. The Czech National Bank, another Central Bank of a Member State of the European Union or the European Central Bank,

5. an international organisation of which at least one Member State of the European Union is a member,

(b) shares in the capital of the central bank of a Member State of the European Union;

(c) securities unconditionally and irrevocably guaranteed by a Member State of the European Union or by its territorial authority,

(d) securities issued by a non-profit organisation to obtain the funds needed to achieve its non-profit-making purpose;

(e) debt securities issued continuously or repeatedly by a bank, a foreign person with a similar business, a savings and credit cooperative or a foreign person with a similar business which:

1. are not subordinate or replaceable;

2. Do not authorise the acquisition of another type of security, except for a coupon;

3. are not associated with a derivative;

4. represent the right of repayment of the deposit received by the bank,

5. are covered by a deposit guarantee scheme under the law of the European Community1b),

(f) debt securities issued continuously or repeatedly by a bank, a foreign person with a similar business, a savings and credit cooperative or a foreign person with a similar business which:

1. are not subordinate or replaceable;

2. Do not authorise the acquisition of another type of security,

3. are not associated with a derivative;

4. have a total selling price or emission rate less than EUR 50 000 000; this amount is calculated for securities offered within 12 months,

(g) securities whose total selling price or issue rate offered does not exceed EUR 200 000; this amount is calculated for securities offered within 12 months,

(h) non-deductible capital shares the main purpose of which is to ensure that the holder has the right to reside in an apartment or other type of property for which the shares cannot be sold without waiving that right;

(i) bonds issued repeatedly by credit institutions in the Kingdom of Sweden, the main purpose of which is the provision of mortgage loans, provided that such bonds are of the same issue, are issued for unlimited sale during a given period of issue, their terms and conditions remain unchanged during the period of issue and the amounts derived from the issue of such bonds are placed, in accordance with the issuer's social agreement, in assets ensuring adequate coverage of securities liabilities.

(4) In the case of the securities referred to in paragraph 3 (a), (c), (f) and (g), the issuer or the person who intends to offer securities publicly or who requests the admission of the security to trading on the official market may decide to draw up a prospectus and publish it in accordance with this law.

§ 35

Obligation to publish a prospectus

(1) Only a person who publishes a prospectus of a security (hereinafter referred to as "prospectus") approved by the Commission (§ 36c) or a foreign supervisory authority (§ 36f) at the latest at the beginning of a public offer may offer investment securities publicly.

(2) The obligation to publish a prospectus does not apply to the offer of securities

(a) intended exclusively for qualified investors;

(b) to a limited number of persons below 100 in any Member State of the European Union, not including qualified investors;

(c) where the lowest possible investment for one investor is equal to or greater than EUR 50 000; or

(d) whose nominal value or price per head shall be at least EUR 50 000.

(3) The obligation to publish a prospectus does not apply to a public tender

(a) securities offered in connection with the offer of takeover in exchange for other securities, provided that they are delivered to the Commission and that a document is available at the seat of the issuer, decided by the Commission, containing data equivalent to that in the prospectus; if the Commission does not send the issuer within 15 working days of the date of receipt of the document of the decision on that document, the information shall be considered equivalent to that in the prospectus; where the document procedure is suspended, that period shall not run;

(b) securities offered in connection with the transformation of a company, provided that they are delivered to the Commission and that a document is available at the seat of the issuer, which the Commission decides contains data equivalent to that in the prospectus; if the Commission does not send the issuer within 15 working days of the date of receipt of the document of the decision on that document, the information shall be considered equivalent to that in the prospectus; where the document procedure is suspended, that period shall not run;

(c) shares offered free of charge to existing shareholders and shares distributed as a dividend, if they are shares of the same type as shares from which such non-monetary dividends are paid, provided that they are delivered to the Commission and a document containing information on the number and type of shares and the reasons and details of the offer is available at the seat of the issuer;

(d) securities issued by an employer whose securities are already admitted to trading on a regulated market or by a company controlled or controlled by it or by a company controlled by the same person as the employer and offered by current or former employees or by employers' managers, if they are securities of the same type as securities admitted to trading on a regulated market and if they are delivered to the Commission and are available at the seat of the issuer with information on the number and type of securities and the reasons and details of the offer; or

(e) shares issued in exchange for other shares already issued of the same type, provided that there is no increase in the share capital.

(4) Subsequent sales of securities which have been the subject of a tender pursuant to paragraph 2 shall be considered as a separate tender. Where the subsequent tender is a public tender, that offer shall be subject to the obligation to publish a prospectus, unless otherwise provided for in this law.

HLAVA II

PROSPECT OF PRICE PAPER

§ 36

Content of the security prospectus

(1) The prospectus shall contain all information which, in view of the specific nature of the issuer and of the securities which are offered to the public or in respect of which admission to trading on the official market is sought, is necessary for investors to make an informed assessment of the security offered and the rights associated with it, the assets and liabilities, the financial situation, the profit and loss, the future development of the business and the financial situation of the issuer and, where applicable, third parties guaranteed for the repayment of the securities (the guarantor). The prospectus shall be formulated in a clear, easy-to-analyse manner.

(2) The prospectus shall contain details of the issuer and the security to be offered or admitted to trading on the official market and a summary of the prospectus. The prospectus need not contain a summary of the prospectus where the acceptance of a debt security whose nominal value or price per head is equal to at least EUR 50 000 is requested for trading on the official market.

(3) Data (1c) in the prospectus may be provided by reference to one or more documents previously or simultaneously published and approved by the Commission or to a document pursuant to Article 120 (6). The prospectus refers only to the most up-to-date documents that must be made publicly available throughout the publication of the prospectus and contains a list of references.

(4) The summary of the prospectus shall contain, in a comprehensible manner, the concise basic characteristics and risks of the issuer of the security and, where applicable, the guarantor in the language in which the prospectus was drawn up. The procedure referred to in paragraph 3 shall not apply to the summary of the prospectus. The summary of the prospectus shall indicate that:

(a) constitutes an introduction to the prospectus;

(b) the decision to invest in securities should be based on the investor considering the prospectus as a whole;

(c) where an action is brought before a court in respect of the information contained in the prospectus, the defendant investor may be obliged to bear the costs of the translation of the prospectus incurred prior to the initiation of the proceedings, unless otherwise provided in accordance with the legislation;

(d) the person who prepared the summary of the prospectus, including the translation thereof, shall be responsible for the accuracy of the information in the summary of the prospectus only if the summary of the prospectus is misleading or inaccurate in the joint interpretation with other parts of the prospectus.

Citation	Act No. 56 / 2006 Coll., amending Act No. 256 / 2004 Coll., on Capital Market Business, as amended, and other related laws
Regulation Type	-
Author	-
Collection	Code of Laws

Date of Promulgation	08.03.2006
Effective from	08.03.2006
Effective until	-
Status	Valid

Act No. 56 / 2006 Coll.

Act amending Act No. 256 / 2004 Coll., on Capital Market Business, as amended, and other related laws

Contents

ČÁST PRVNÍ

Čl. I

„§ 1

„ČÁST ČTVRTÁ

HLAVA I

§ 34

§ 35

HLAVA II

§ 36

Contents

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