Securities Market Supervision
The National Bank of Slovakia as part of its supervision of the financial market, performs supervision of stock exchange, central depository of securities, issuers of securities, Investment Guarantee Fund, collective investment, investment firms, takeover bids and squeeze-out and public offer.
Stock exchange
The stock exchange is a joint-stock company with its registered office in the territory of the Slovak Republic which operates a regulated market and ensures related activities and which is authorized to perform these activities under a licence issued by the National Bank of Slovakia. The conditions for the establishment, role, operation and termination of operation of a stock exchange, trading in financial instruments on a stock exchange and the exercise of supervision over the operation of a stock exchange governs the Act No. 429/2002 Coll. on the Stock Exchange. The operation of the stock exchange is based on a membership principle, under which only subjects that are investment firms, management companies, foreign investment firms, or alternatively foreign management companies may become a stock exchange member and conclude stock exchange transactions. When concluding stock exchange transactions a stock exchange member always acts on its own behalf, its own account or the account of their client and is obliged to act in accordance with relevant general legally binding regulations.
Central depository of securities
The central depository of securities of the Slovak Republic (hereinafter „the central depository") is a joint stock company having its registered office in the territory of the Slovak Republic which carry out the activities under the Act on Securities and Investment Services, No. 566/2001 Coll., as subsequently amended (The Securities Act) and on the basis of the licence issued by the National Bank of Slovakia. The main activity of the central depository is to register book-entry securities and provide services related to recording process. The registration process itself consists mainly of registration of non-bearer securities in the register of issuers and afterwards on particular accounts of securities. The central depository also ensures clearing and settlement of stock exchange transactions in financial instruments and runs the lien register.
Issuers of securities
The obligations of issuers of securities admitted to trading on a regulated market, regarding information obligations, are stipulated in Articles 34 to 37d of the Stock Exchange Act, No. 429/2002 Coll., as subsequently amended. The information obligations of persons offering assets to the public are stated in Article 130 of the Act on Securities and Investment Services, No. 566/2001 Coll., as subsequently amended (The Securities Act). Articles 132b to 132d of the Securities Act provide for information obligations of issuers or persons acting on their behalf or for their account and issuers of financial instruments.
Investment Guarantee Fund
The Investment Guarantee Fund is a legal person established by the Act on Securities and Investment Services, No. 566/2001 Coll., as subsequently amended (The Securities Act), for the purpose for collecting financial contributions of investment firms, branches of foreign investment firms, management companies, and branches of foreign management companies to provide compensation for inaccessible client assets received by a stock investment firms, foreign investment firms, management companies, and foreign management companies providing an investment service, and shall use the funds raised in accordance with this Act.
Investment firms
An investment firm is a joint-stock company which has its registered office in the territory of the Slovak Republic and whose scope of business comprises the provision of one or more investment services to clients, or the performance of one or more investment activities on the basis of an investment services licence issued by the National Bank of Slovakia. The activity of an investment firm is governed by Articles 54 to 79a the Act No 566/2001 Coll. on Securities and Investment Services as subsequently amended (The Securities Act).
Takeover bids and squeeze-out right
According to the Article 114 (1) of the Act on Securities and Investment Services, No. 566/2001 Coll., as subsequently amended (The Securities Act), ´takeover bid´ shall mean a public offer to conclude a contract under separate regulation for the purchase of all or part of the shares of the offeree company or the exchange of all or part of these shares for other securities submitted to a shareholder of that company, which is made either on a mandatory basis under this Act or on voluntary basis and which follows or has as its objective the acquisition of control of the offeree company; ´shares´ shall mean shares, interim certificates and another transferable securities which carry voting rights and are admitted to trading on a regulated market in the Slovak Republic or in another Member State. A takeover bid may be made only on a regulated market. Terms of takeover bid, squeeze-out right and sell-out right are stipulated in Articles 114 to 119 of The Securities Act as amended.
Public offer
For the purposes of the Act on Securities and Investment Services, No. 566/2001 Coll., as subsequently amended (The Securities Act), ‘an offer of securities to the public‘ means any communication to a wider group of persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. An offer of securities to the public shall also be understood to include the placing of securities through investment firms or foreign investment firms, provided that it is made in the manner mentioned in the first sentence.
For the purposes of this Act, 'public offer of assets‘ means any announcement, recommendation, or other text published, or any action taken, in order to raise money, by any person who, personally or through third parties, for its own benefit or for the benefit of third parties, by whatever distribution channels approaches a non-specific range of person, not determined beforehand, with the objective to announce a possibility, or inspire interest, to acquire the assets offer in a public offer of assets. For the purposes of this Act assets mean any property rights and assets other than securities. Assets may be offered publicly only if an investment prospectus has been published.
Update: August 11, 2011