Austrian private radio share deals: prior notice and aggregation

Section 22(5) PrR-G refers to the shares held by the broadcaster when its licence was granted or at a finding under that subsection. If more than 50% of those shares are disposed of to third parties, the broadcaster must notify the regulatory authority before the transfer. The statutory reference point is the basis for measuring the share percentage.

For example, assume the reference shareholding consists of 100 shares. Transfers of 51 of those shares to third parties exceed the threshold. A transfer of exactly 50 shares does not exceed half under the wording of subsection (5). The comparison is based on the share amount, not the purchase price.

Keep the ownership table for the relevant date in the transaction file. Use the same baseline for every percentage in the sale documents. If share classes, intermediate steps or a changed ownership structure make the figures unclear, resolve the calculation before signing.

The second sentence of section 22(5) requires multiple transfers to be counted together. The threshold review therefore looks at the full transaction plan, rather than only the largest individual agreement. Staggered closing steps do not by themselves remove the aggregation question.

Using the example of 100 reference shares, a first disposal of 26 shares and a second disposal of 25 shares add up to 51. This calculation assumes the same reference shareholding for both steps and a transfer to third parties. Percentages taken from different ownership dates need to be reconciled first.

Prepare a schedule showing each seller, recipient, share amount, reference date and expected effective date. Update it when the terms change. The broadcaster can then see whether a later step takes the combined transfer above the statutory threshold.

The statute assigns the duty to the broadcaster. It must notify the regulatory authority before a transfer covered by subsection (5). The purchaser is not named as the statutory notifier. The sale agreement can organise cooperation, documents and responsibilities between the parties, while leaving the legal addressee unchanged.

Subsection (4) also contains reporting rules for direct or indirect changes in ownership or membership compared with the position when the licence was granted. A change that could affect the assessment under sections 7 to 9 must be reported within four weeks after it takes effect. Other changes can be reflected in an annual update by 31 December. Subsection (5) additionally addresses the specific share-transfer threshold and requires notice beforehand.

Keep the two reporting routes distinct. A post-effective-date update under subsection (4) does not replace the prior notice required by subsection (5). A transaction notice under subsection (5) does not automatically discharge other ongoing reporting duties. Retain the filing date and the share schedule sent to the authority.

Within eight weeks after receiving the notice, the regulatory authority must determine whether the requirements in section 5(3) and sections 7 to 9 are met under the changed circumstances. The review concerns the broadcaster and its statutory licence requirements.

Eight weeks is the decision period set by the provision. Its expiry alone does not establish consent or decide whether the proposed closing is lawful. The procedural status, the authority finding and any other applicable rules must be considered for the specific transaction.

Build the timetable around the notice actually filed and the transaction it describes. If the parties, share amounts or closing steps change after filing, the earlier notice alone does not establish that the revised plan was assessed.

The sale agreement should identify the reference shareholding, all planned transfers and responsibility for the notice. It can allocate cooperation by the buyer, ownership records and the process for later changes. These are contract-design choices; subsection (5) does not prescribe a model clause.

The finding must match the step that the parties actually complete. Under section 22(5), the broadcaster’s licence is to be revoked after a public oral hearing if it transfers shares contrary to the finding. The statutory consequence depends on that specific conduct. The threshold crossing alone is not stated as an automatic ground for revocation.

The media-law ownership review sits alongside other due diligence. Questions about the premises and environmental requirements are covered in the separate guide to operating permits and environmental obligations. IT risks are addressed in the guide to cybersecurity and NIS2 due diligence. Each has its own tests alongside the PrR-G review.