A major innovation in the amendment to the Stock Exchange Act (promulgated in Federal Law Gazette I No. 60 of 31 July 2007) effective as of 1 November 2007 consisted in the differentiation made between the operation of regulated markets and the operation of Multilateral Trading Facility (MTF).
The operation of regulated markets is subject to the Stock Exchange Act and shall require a license to operate pursuant to said Act; the operation of an MTF is an investment service that requires a permit issued by the Financial Market Authority and is generally subject to the regulations of the Securities Supervision Act.
However, the operator of a regulated market shall be authorized to operate a MTF with a special permit from the Financial Market Authority (see Art. 3 par. 3 Stock Exchange Act 2018 as amended by FLG I No. 107/2017), which is not subject to the Securities Supervision Act.
The Official Market (“Amtlicher Handel”) operated by Wiener Börse AG shall be considered regulated market in the meaning of Art.1 fig. 2 Stock Exchange Act 2018. According to the Stock Exchange Act 2018, which entered into force on 3 January 2018, the Second Regulated Market (“Geregelter Freiverkehr”), which was also considered regulated market, was abolished. Under the transitional provision of Art. 117 fig. 9 Stock Exchange Act 2018, financial instruments and emission allowances, which had been admitted to the Second Regulated Market according to Art. 67 Stock Exchange Act 1989 as of the entry into force of Federal Act FLG No. 76/2016, before FLG I No. 107/2017 has entered into force, shall be transferred to the Official Market according to Art. 39 and 40 Stock Exchange Act as of 3 January 2018 without further admission procedure by Wiener Börse AG, provided they fulfil the requirements according to Art. 38 Stock Exchange Act 2018.
The differentiation into regulated markets, on the one hand, and MTFs, on the other, entailed the repeal of the provisions of Article 69 Stock Exchange Act 1989 as applicable prior to the entry into force of Federal Act FLG I No. 60/2007 regarding the unregulated Third Market, which has been considered an MTF since then.
The unregulated Third Market pursuant to Article 69 Stock Exchange Act 1989 as amended by the Stock Exchange Act as valid until 1 November 2007 shall be considered a Multilateral Trading Facility (MTF) as of the entry into force of Federal Act FLG No. 60/2007; a separate authorization from the Financial Market Authority pursuant to Article 2 par. 2a Stock Exchange as amended by FLG I No. 60/2007 shall not be required in this case (Art. 96 fig. 19 Stock Exchange Act 1989).
Thus, the Third Market continued to be operated by Wiener Börse AG in essentially the same form as up to now, but shall be considered a Multilateral Trading System. With effect from 1 July 2019, the MTF "Third Market" was renamed "Vienna MTF".
Since 1 November 2007, trading in financial instruments through the Vienna MTF (former: Third Market) has no longer been based on any formal admission procedures to exchange trading, but rather on inclusion in trading in the MTF.
Under the transitional provisions of Art. 117 fig. 8 Stock Exchange Act 2018, financial instruments admitted to trading on the unregulated Vienna MTF at the time Federal Act FLG I No. 60/2007 entered into force shall also be permitted to continue trading on the Vienna MTF operated by Wiener Börse AG.
The requirements of the Stock Exchange Act regarding the formal admission of financial instruments to trading on a regulated market and the obligations of issuers on a regulated market do not apply to financial instruments traded on the Vienna MTF. However, the obligations defined in Article 17 (Public Disclosure of Inside Information), Article 18 (Insider Lists) and Article 19 (Managers’ Transactions) of the Market Abuse Regulation (Regulation (EU) No. 596/2014) do apply in conjunction with § 155 para. 1 nos. 2 to 4 and § 119 para. 4 of the Austrian Stock Exchange Act 2018, as well as the bans imposed by Article 14 (Prohibition of Insider Dealing and of Unlawful Disclosure of Inside Information) and Article 15 (Prohibition of Market Manipulation) of the Market Abuse Regulation (Regulation (EU) No. 596/2014) in conjunction with §§ 154, § 163 and § 164 of the Austrian Stock Exchange Act 2018. However, the above mentioned obligations for financial instruments traded on the Vienna MTF are only applicable if the issuer has submitted an application for inclusion in trading of the financial instrument or has approved it.
It is hereby pointed out that there may be differences with respect to financial instruments of foreign issuers trading on the Vienna MTF as compared to financial instruments of Austrian issuers included in the Vienna MTF. These differences may concern the following (this is not an exhaustive list): property law aspects (the rights of the buyer regarding financial instruments held in safe custody abroad, for example), the delivery or settlement of financial instruments, differences with respect to company law (e.g. voting rights and dividend rights) and also other aspects such as taxation.