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Actions required by issuers with securities listed on SIX Swiss Exchange

In brief

SIX Exchange Regulation has revised certain regulations concerning ad hoc and management transaction disclosures. The new rules will enter into force on 1 February 2024. 

The updated regulations include, as the only substantive change concerning listed equity securities, management reporting obligations relating to transactions by related persons, even in cases where there is no direct involvement of a manager or board member in the transaction. 

The remainder of the amendment concerns a more granular description of how to report management transactions to the issuer. Likewise, the amendments to the ad hoc rules have no substantive impact on issuers of SIX-listed equity securities.


Actions to be taken by issuers

  • Review and update management transaction policies and procedures by 1 February 2024.
  • Inform, instruct and train the persons subject to the reporting obligations for management transactions regarding the relevant update. Ensure that these persons also inform and instruct their related parties accordingly or abstain from the respective transactions.

In more detail

SIX Exchange Regulation has revised the Listing Rules (LR), the Directive on the Disclosure of Management Transactions (DMT) and the Directive on Ad hoc Publicity (DAH). The revised regulations enter into force on 1 February 2024.

SIX introduced a new requirement for the reporting of follow-on transactions by a related person of a transaction between that related person and a board member or manager where the first transaction was an exempt transaction. These follow-on transactions are now also in scope of the reporting obligation, even if neither the assets of the board member or manager are concerned, nor the board member or manager had any substantial influence. An example is the following: A son sells shares that were a gift from the father, who is a board member. This new rule could imply practical difficulties in certain situations (e.g., reporting of transactions by an estranged ex-spouse). Further, the fact that this rather onerous rule is generally applicable, and not just for situations where a circumvention of the reporting requirement is intended, is questionable from our perspective.

The updated management transaction rules are more specific on additional information to be reported, as follows:

  • For trades in unlisted financial instruments: the rules now specify that one has to report exchange ratio, exercise price, exercise period, type of exercise, underlying, any further necessary detail
  • For trades in foreign currency: conversion to CHF at the exchange rate prevalent on the trade date
  • Transaction description: type of transaction to be described if otherwise not clear, and type of related party to be indicated in case of a transaction with a related party

Moreover, the following clarifications were introduced:

  • In case of a takeover bid, the reporting obligation only arises when the subsequent offer period expires.
  • Legacies (Vermächtnisse) and endowments for the purpose of establishing foundations under Swiss law are not in the scope of the reporting obligations.

For issuers of SIX-listed equity securities, the remaining changes in the DMT and relating to ad hoc publicity are of a formal nature or merely codify an existing practice of the SIX Exchange Regulation. 

However, for issuers with only bonds listed on SIX Swiss Exchange, the revised rules abolish the requirement to “per se” publish their financial reports by way of an ad hoc notice. Such issuers will only have to make an ad hoc announcement for their financial reports if they asses the information to be price-sensitive for the bonds.

Further Information

The updated listing rules, as well as the updated DMT and DAH, may be found here: 
https://www.ser-ag.com/en/resources/laws-regulations-determinations/regulations.html.

Author

Dr. Matthias Courvoisier is a partner in Baker McKenzie's Zurich office and the head of the Firm's Capital Markets Practice Group. He is also a member of the Firm's European Capital Markets Steering Committee. For more than 20 years, Matthias has worked on legal matters relating to capital markets law, mergers and acquisitions, as well as litigation in these fields. He is a co-editor of the commentary on the listing rules of SIX Swiss Exchange and he has written various articles on capital markets law-related topics. Matthias served as a member of the committee tasked with drafting the standards for auditing public takeover offers and the rules of the SIX Swiss Exchange on the listing of SPACs. He is a regular speaker at the Zurich capital markets' events and webinars and other seminars.

Author

Yves Mauchle is a partner in Baker McKenzie’s Corporate Finance Practice Area in Zurich. He practices in capital markets and financial regulation and is ranked by Chambers Europe. Yves joined the Firm in 2011 as a trainee lawyer, rejoined as an associate in 2016 and became a partner in 2023. He regularly publishes in the fields of capital markets, financial services regulation and digital transformation.

Author

Jan Lusti is an associate in Baker McKenzie's Zurich office and a member of the Corporate Finance Practice Group. He graduated from the University of St. Gallen. Subsequently, he worked as a trainee lawyer for Baker McKenzie Zurich. He was admitted to the bar in 2021 and rejoined the Firm the same year.