The disclosure of shareholdings is designed to prevent secret acquisition as well as the concealed sale of sizeable shareholdings on a stock exchange. The obligation to disclose applies to all those who directly, indirectly or in concert with third parties reach, exceed or fall below the shareholding percentage laid down by the law through the acquisition or sale of the equity securities (shares and attached conversion and acquisition rights) of a listed company incorporated in Switzerland. This means that foreign nationals and foreign legal entities as well as persons resident and legal entities established abroad are also subject to the obligation to disclose. The thresholds for the obligation to disclose are 5, 10, 20, 33 1/3, 50 and 66 2/3 percent of the voting rights. An obligation to notify shall also exist, in particular, if a shareholding reaches, exceeds or falls below a threshold as a result of an increase or reduction in or a restructuring of company capital.
The disclosure must be made no later than four trading days after the date of the transaction and must be made both to the company whose equity securities have been acquired or sold and to the stock exchange. The Disclosure Office of the Swiss Exchange has designed special disclosure forms. The company must publish such form no later than two trading days after receiving it both in the Swiss Commercial Gazette and in at least one of the main electronic media specializing in stock market data. The notification shall contain in particular the share of voting rights, the type and number of equity securities and the full name, place of residence or company name, registered office and address of the buyer or seller or the persons involved.
Exemptions from or easing of the obligations to notify and to publish may be granted in justified cases, in particular if the transaction in question is of a short-term nature or is not linked to an intention to exercise voting rights.
For more information please contact Dr. François M. Bianchi or Dr. Christoph Balsiger.
The content of this article is intended to provide general information on the subject matter and is not a legal advice. An individual matter requires advice according to the specific circumstances.