[Last updated: 1 January 2024, unless otherwise noted]
The continuing obligations of a company depend on which PSE market the listing is made.
Regulated Markets
Any company whose securities are listed on one of the PSE's regulated markets must treat all holders of the same securities equally.
In addition, companies listed on the Prime Market or the Standard Market are subject to a number of continuing reporting obligations, some of which are periodic, while others are event-driven. They include the obligation to publish notices of general meetings and certain related information, dividend distributions, or the issuance of new shares.
A listed company whose home state is the Czech Republic must also publish details of directors' dealings in its shares. The members of the management board (or comparable senior executives) and members of the supervisory board (or a comparable body) are covered by this obligation. They must report their own trades, as well as trades by certain relatives and entities controlled by them.
Such companies must also publish all threshold notices received from their shareholders. Investors are also obliged to report holdings in instruments which entitle or enable them to achieve a respective shareholding.
An issuer with shares listed on the Prime Market must comply with the disclosure duty under the applicable legal regulation and the Rules of the PSE regarding, in particular, the following information, to be provided without undue delay (unless otherwise specified below) to the PSE in Czech, Slovak or English:
- An annual report and consolidated annual report, no later than four months after the end of each fiscal year.
- A semi-annual report or consolidated half-yearly report, if the issuer is obliged to compile consolidated semi-annual reports, within three months following the end of the first six months of each fiscal year (the consolidated semi-annual report must be compiled in accordance with IAS34).
- If applicable, a report on remuneration paid to a state no later than six months after the end of each fiscal year.
- Any draft resolution for an increase or decrease of registered capital.
- Personnel changes to the board of directors, supervisory board and top management.
- All information required for the protection of investors or for securing the smooth functioning of the market (such as legal and commercial disputes, new patents and licenses, closure or cancellation of new contracts, appointment of a new auditor).
- Each change in the rights associated with a particular class of shares or similar securities representing the right to a share in the issuer's business, also if there are changes made to the rights associated with the shares which the issuer has issued and with which a right is associated to acquire shares issued by the issuer or similar securities representing the right to a share in the issuer's business.
- Notification of any decision by the issuer to exclude the shares concerned from trading on the regulated market, including information about whether and when a public offering for a contract has been made in accordance with the law and the full wording of the public offering.
- Information about the convocation of an annual or extraordinary general meeting, the payout of dividends, the issuance of new shares, the exercising of rights from convertible or priority bonds and the exercising of subscription rights.
- A calendar regarding the fulfilment of the disclosure duty, before the commencement of trading and, thereafter, within 30 days of the beginning of the fiscal year for that fiscal year. This calendar contains data on, for example, the publication of preliminary financial results, the annual report and the semi-annual report, interim report and date of the general meeting.
- The complete balance sheet and profit/loss statement, if the issuer compiles them, or preliminary financial results showing selected indicators from the balance sheet and profit/loss statement.
- An interim report or interim financial statements for the first and third quarter of each fiscal year, if made up and published by the issuer.
- A Declaration on the Code of Corporate Governance that the issuer willingly or voluntarily complies with in the same form as is a part of the annual report.
- Information about the issuer's business results and commentary on its financial situation as required during the year by the Committee of the PSE.
- The percentage of own shares, if these shares reach, exceed or fall below the relevant thresholds of shareholding interest.
- Minutes of regular and extraordinary general meetings of the issuer.
- Changes to the issuer's entry in the Commercial Register.
- All changes to rights relating to the listed shares.
- Information regarding the shareholder structure, including upon receipt of an extract from the register of shareholders and the designation of the persons acting in concert.
- Information about ownership interest of the issuer in the businesses of other parties.
Where listing on the Standard Market, only the first 9 duties listed above apply.
The issuer of shares admitted for trading on one of the PSE's regulated markets must also notify the PSE, without any undue delay, about any significant changes that are not publicly known and that relate to the financial situation of the issuer, changes to the data specified in the prospectus, and also about other facts that could directly or indirectly cause changes to the price of the admitted shares or could lessen the ability of the issuer to fulfil obligations arising from the share issue.
Unregulated markets
With regards the Start Market and the Free Market, the issuer must provide the PSE with the following information in Czech, Slovak or English, immediately after the compilation or receipt thereof:
- An audited annual report.
- Information on any changes regarding rights relating to the traded shares (such as participation in an ordinary or extraordinary general meeting or claim for a dividend).
- Information on any changes in the volume of issue, par value, form or ISIN.
- Information that may lead to a significant change in the price of the shares or deteriorate the issuer's ability to comply with obligations arising from the shares (including, for example, the commencement of bankruptcy or settlement proceedings, suspension of the issuer's activities on the basis of an official decision, approval of a business transformation plan).
Director's dealing, insider trading and market manipulation
After being listed on the PSE, the company's securities become subject to the prohibitions on insider dealing and market manipulation contained in the Czech Capital Market Act and the EU Growth Market Abuse Regulation. These prohibitions apply in both segments of the regulated market, that is to the Prime Market and to the Standard Market.
An insider may not use inside information by acquiring or disposing of, or by trying to acquire or dispose of, a financial instrument to which the inside information relates and may not, either directly or indirectly, recommend another person to acquire or dispose of a financial instrument to which the inside information relates. Moreover, it is obligated to keep inside information confidential and prevent any other person from accessing such information unless the disclosure of such information is part of his normal activity, duties or employment.
An issuer of a financial instrument is obligated immediately to make public, in a manner allowing remote access, and send to the CNB in electronic form, all inside information which directly concerns it. The information made public must be understandable and must not be distorted. Such public disclosure may be delayed only for serious reasons.
Any market manipulation, meaning any conduct by a person that might distort capital market participants' view on the value of, supply of or demand for a financial instrument, or that might otherwise distort the price of a financial instrument, is also expressly prohibited under Czech law.