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Switzerland

On October 1 1996 a fully revised set of rules on the listing of securities on the Swiss Stock Exchange (the New Listing Regulations) came into effect. The primary goal of the revision was to anticipate the guidelines of the Federal Code on Stock Exchanges and Securities Trading, expected to be enacted by January 1 1997 and to assimilate the listing rules to 'international standards', ie, in particular, the EU directives on the reporting duties of issuers.

The following are the most important changes:

  • A company which intends to go public must have been active for at least three reported business years (instead of five under the old regime) and its stated capital must be Swfr25 million (US$20 million) or more (instead of a paid-in capital of Swfr5 million under the old regime).
  • As regards equity securities to be newly listed, a capitalization in the amount of at least Swfr25 million is required; debt securities must have at least a par value of Swfr10 million. Special rules apply to derivatives.
  • The prospectus should, as a general rule, provide complete and accurate information on the factual and legal circumstances surrounding the issue so that the competent investor is able properly to assess the present and prospective financial position of the issuer and the entitlements in connection with the securities.
  • An application for the listing of securities can be submitted by the issuer or a representative.

As was the case under the old listing regulations, the company is subject to continuous reporting requirements once its securities are listed. The New Listing Regulations require the company to submit its (consolidated) yearly financial statement and to publish (consolidated) yearly interim reports. Both have to comply with international accounting standards, in particular with the principle of 'true and fair view'.

The New Listing Regulations fully replaces the old regulations and applies to new issues. But what is the impact on securities already listed? According to general principles, such securities remain listed. However, with respect to its continuous reporting duties, the issuer must comply with the new rules. In particular, the New Listing Regulations provide for the following transitory rules:

  • Interim report: an issuer of listed securities must prepare an interim report for the semi-annual business year beginning on or after July 1 1997.
  • Annual statement: an issuer of listed equity securities must publish an annual statement in conformity with the new rules for the business year starting on or after July 1 1996. In contrast, issuers of listed debt securities or derivatives are subject to the revised accounting standards only once they apply for the listing of new securities.

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