For any company, the decision to go public is a key milestone in its development. By doing so, it enters the public arena and gets access to the capital market and a much broader investor base. However, a public company is subject to public scrutiny, and must also fulfil stricter regulatory requirements than a privately held company. To avoid unexpected difficulties or even a failure of the project, an IPO candidate, its shareholders and its executive management should prepare the flotation carefully and familiarise themselves with the regulatory requirements.
One of the first steps during the preparatory phase is the selection of the listing venue, where Switzerland offers very attractive conditions through a combination of its strong financial centre and the stable and issuer-friendly Swiss legal and regulatory regime. This is the case not only for companies which were founded in Switzerland, but also for foreign issuers. In 2018, for instance, the two largest Swiss IPOs (CEVA Logistics and SIG Combibloc Group) saw the ultimate holding company of the Group migrate to Switzerland only for the IPO, underlining the attractiveness of the Swiss market.
With a variety of listed companies across all industries, SIX Swiss Exchange is the main and leading stock exchange in Switzerland. It offers a liquid market with state-of-the-art trading conditions. Given its importance and, unless indicated otherwise, references in this contribution to listing requirements and reporting obligations refer to the rules set by SIX Swiss Exchange. The smaller BX Swiss exchange is more focused on Swiss issuers.
Switzerland has seen strong IPO activity over the past one-and-a-half years, with 2018 being the most active year in a decade. In 2018 and [the first half of] 2019, the following companies listed on SIX Swiss Exchange with an initial market capitalisation of more than CHF 1 billion, with the outlook for the remainder of 2019 being weaker than in 2018:
- CEVA Logistics AG (CHF 1.4 billion)
- SIG Combibloc Group AG (CHF 3.9 billion)
- Medacta Group SA (CHF 1.9 billion)
- Alcon Inc. (CHF 28.3 billion)
- Stadler Rail AG (CHF 4.3 billion)
So far, the regulatory framework for Swiss IPOs has been primarily determined by the selfregulation of the Swiss stock exchanges. As of today, Swiss law only provides for very limited requirements for the offering of shares to the public. In particular, there is no regulatory authority which reviews and needs to approve the issue prospectus. With the upcoming enactment of the new Swiss Financial Services Act ("FinSA") as of 1 January 2020, the process will become more formalised, but it is expected that Switzerland will be able to maintain its issuer-friendly legal and regulatory environment.
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