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Legal Basis

Description Online Version Download
Stock Exchange Act (SESTA) (unofficial translation) -
Stock Exchange Ordinance (SESTO) (unofficial translation) -
Stock Exchange Ordinance-FINMA (SESTO-FINMA) (unofficial translation) -
Rules for the Disclosure Office -
Directive on Electronic Reporting and Publication Platforms

Art. 20 para. 1 SESTA states the following:
"Whosoever directly or indirectly or acting in concert with third parties acquires or sells for their own account securities or purchase or sale rights relating to securities in a company domiciled in Switzerland whose equity securities are listed in whole or in part in Switzerland, or a company not domiciled in Switzerland whose equity securities are mainly listed in whole or in part in Switzerland, and thereby attains, falls below or exceeds the threshold percentages of 3, 5, 10, 15, 20, 25, 33 1/3, 50 or 66 2/3 of voting rights, whether or not such rights may be exercised, must notify the company and the stock exchanges on which the equity securities in question are listed."

  • The condition for being subject to the disclosure obligation is the listing of at least one equity security. If this is the case, the purchase or disposal of any unlisted equity securities (e.g. unlisted bearer or registered shares) or financial instruments also falls under the provisions of Art. 20 of the Stock Exchange Act.
  • Participation and bonus certificates do not confer voting rights. There is therefore no obligation to disclose sales and purchases of such equity securities.
  • The term "listing" is taken to mean admission to trading on any exchange (Art. 2c of the Stock Exchange Act). As such, the purchase and sale of equities in companies listed on the SIX Swiss Exchange are subject to Art. 20 of the Stock Exchange Act.
  • The disclosure obligation according to the Stock Exchange Act does apply to companies domiciled in Switzerland whose equity securities are listed in whole or in part in Switzerland and companies not domiciled in Switzerland whose equity securities are mainly listed in whole or in part in Switzerland.

Details of the reporting and disclosure obligations are laid down in Chapter 3 (Disclosure of shareholdings) in Arts. 9 ff. Stock Exchange Ordinance-FINMA[pdf] (SESTO-FINMA) which was totally revised and entered into force on 1 January 2009.

Other notes and calculation basis

  • Statutory voting-rights restrictions and transferability provisions are not taken into consideration in connection with the calculation of voting-right proportions.
  • Subject to Art. 16 lit. a (4) SESTO-FINMA, changes of voting-right proportions between the thresholds of 3, 5, 10, 15, 20, 25, 33 1/3, 50 and 66 2/3 percent are not subject to the disclosure obligation.
  • If the threshold falls below 3 percent, the notification may be limited to a statement of this fact; the voting-right proportion does not have to be indicated.
  • The threshold values in Art. 20 of the Stock Exchange Act are defined on the basis of the total number of voting rights as per entry in the Commercial Register (Art. 12 para. 2 SESTO-FINMA).

Example:

According to the entry in the Commercial Register of Y-Ltd, which is listed on the SIX Swiss Exchange and whose registered office is in Zurich, Y-Ltd. has issued 6'000'000 registered shares at CHF 50.

The total number of the voting rights of this company, then, is 6'000'000. Shareholder Z, who previously owned none of Y Ltd's shares, buys 210'000 registered shares.

As the statutory threshold of 3 percent of the voting rights has been exceeded, this purchase is subject to the disclosure obligation under the Stock Exchange Act.

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