In times with large numbers of concentrations, management buy-outs and other substantial changes in the business world it has to be every investor's core aim to be informed at its best. To make sure that none of the investors or other in the financial market involved persons have an information-advantage the Swiss Exchange issued in their Listing Rules the obligation to disclose price sensitive facts (Ad hoc publicity).
Art. 72 of the Listing Rules of the Swiss Exchange of January 1996, which refers to the ad hoc publicity, reads as follows:
"The issuer must inform the market of any price sensitive facts which have arisen in its sphere of activity and are not public knowledge. Price sensitive facts means new facts which because of their considerable effect on the issuer's assets and liabilities or financial position or on the general course of business and which are likely to result in substantial movements in the price of the securities.
The issuer must provide information without delay as soon as it has knowledge of the main points of the price sensitive facts in question. However, it may postpone the disclosure of such information if
- the new facts are based on a plan or decision of the issuer, and
- its dissemination is liable to prejudice the legitimate interests of the issuer.
In such case the issuer must guarantee the complete confidentiality of such facts.
Disclosure must be carried out so as to ensure equal treatment of all market participants to the greatest extent possible.
The issuer must provide its communication to the Admission Board not later than one hour before the beginning of trading or of its disclosure. The Board uses such communication exclusively for the purpose of market supervision; upon publication it presents the exact wording of the information it has received to any interested party for examination."
It is the issuer's obligation and responsibility to inform the market of any price sensitive facts which have arisen in its sphere of activity and which are not public knowledge.
One must bear in mind that for the ad hoc publicity some basic principles apply: (i) It is always in the issuing company's responsibility to inform and to manage the information never the stock exchange's; (ii) every issuer should work out its own information strategy which reflects the issuing company the best; (iii) it is the issuing company itself which decides on an exception (postponement of disclosure despite the occurrence of a price sensitive event), not the stock exchange supervisory body; (iv) the exception rule will be applied restrictively.
Until today there does not exist any secured practice of the Swiss courts on the topic of ad hoc-publicity.
For more information please contact Dr. François Bianchi or Dr. Christoph Balsiger.
The content of this article is intended to provide general in-formation on the subject matter and is not a legal advice. An individual matter requires legal advice according to the specific circumstances.