B. Obligations with respect to listing
Reference to the LR
1 Unless contradictory or additional regulations are set out below, obligations with respect to the listing of derivatives, as well as exemptions and possibilities for abridgement and incorporation by reference, are governed by Arts. 27 to 41 LR.
2 However, Art. 35 para. 4 LR is not applicable in connection with listings in accordance with these Additional Rules.
Content of the listing prospectus
1 The content of the listing prospectus is governed by Scheme F, which constitutes an integral part of these Additional Rules.
2 Where the terms of a derivative are subject to foreign law (Art. 6 para. 2), this fact must be stated in a prominent place in the listing prospectus. The same applies in the event that a place of jurisdiction is located abroad. Where an issuance programme, as described in Art. 21 para. 1, is used, the statement must be made in the final term sheet.
Form of the listing prospectus
1 In derogation of Art. 29 LR, the listing prospectus may take the following alternative forms:
- a complete listing prospectus for each individual issue ("stand-alone prospectus");
- a complete issuing prospectus for each individual issue as part of an issuance programme that has been registered with SIX Swiss Exchange in accordance with the registration procedure described in Art. 22, including a final term sheet in accordance with Art. 21 para. 3 ("SIX Swiss Exchange-registered issuance programme").
2 If the issuer produces a stand-alone prospectus as described in Art. 21 para. 1, this prospectus must contain all of the information that must be published about the issuer and, where applicable, about the guarantor, as stipulated in the LR and in Scheme F, as well as comprehensive information on the derivatives.
3 If the issuer produces a listing prospectus as part of a SIX Swiss Exchange-registered issuance programme as described in Art. 21 para. 1, then all of the following conditions must be met:
- the issuance programme must contain all of the information that must be published about the issuer (and about the guarantor, where applicable), as stipulated in the LR and in Scheme F, as well as the general terms and conditions attached to the derivatives;
- the final term sheet must contain all of the definitive conditions for the issue in question;
- both the issuance programme and the final term sheet must state that the issuance programme and the final term sheet together constitute the complete listing prospectus.
Registration of issuance programmes
1 Derivatives may be listed on the basis of an issuance programme as described in Art. 21 para. 1 only if the issuer has submitted the issuance programme and the sample of the final term sheet to the Regulatory Board in advance for review and registration, in accordance with the registration procedure laid down by the Regulatory Board.
2 The decision will generally be made within 20 trading days and will be notified to the issuer. Once it has been approved, an issuer may use an issuance programme for a period of 12 months. If the issuance programme is to remain in effect without interruption, it must be resubmitted to the Regulatory Board without prior reminder for another review at least 20 trading days before the one-year validity period expires.
3 Changes and additions to the issuance programme that are made during the 12-month validity period must be submitted to the Regulatory Board in the form of an addendum for review and approval. The addendum forms an integral part of the issuance programme in question.
When an issuance programme is registered, the issuer must submit a duly signed declaration confirming that:
its responsible bodies agree to the approval of the issuance programme;
the issuance programme is complete in accordance with the Listing Rules;
it and, where applicable, the guarantor, have read and acknowledge(s) the Listing Rules, with their Additional Rules and the corresponding implementing provisions, as well as the Rules of Procedure and sanction regulations of SIX Swiss Exchange, and that they recognise them expressly in the form of the Declaration of Consent. They recognise the Board of Arbitration determined by SIX Swiss Exchange, and expressly agree to be bound by the arbitration agreement. They must further recognise that continued listing is conditional upon the issuer and/or guarantor agreeing to be bound by the version of the legal foundations that is in force at any given time;
it will pay the charges that are levied for reviewing and registering the issuance programme.
Supplements may be published either in the final term sheet for the issue in question, or as an addendum to the issuance programme.
Abridgement of the listing prospectus/exemption from duty to produce a prospectus
1 The listing prospectus may be abridged where listing concerns shareholder or employee share options relating to equity securities from the same issuer that are already listed.
2 No listing prospectus need be produced at all in the following cases:
- for the listing of put options in the context of a buy-back programme approved by the competent authority, provided these have been issued by the issuer of the underlying instrument and are allocated to shareholders free of charge;
- for the listing of shareholder options, provided these are issued by the issuer of the underlying security and are allocated to shareholders free of charge.
Incorporation by reference
1 In addition to the options for incorporation by reference described in Art. 35 para. 4 LR, reference may also be made to SIX Swiss Exchange-registered issuance programmes as described in Art. 21.
2 The option of incorporating documents by reference as described in Art. 35 para. 4 LR, point 4 cannot be used in connection with the listing of derivatives in accordance with these Additional Rules.
The provisions of Arts. 37 to 40 LR do not apply to listings in accordance with these Additional Rules.
Fulfilment by the guarantor
All of the obligations laid down in Arts. 19 to 26 must be fulfilled by both the issuer and the guarantor. In particular, the listing prospectus must also contain information about the guarantor.