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What eligibility and disclosure requirements apply for primary listing of equity securities on recognised exchanges in your jurisdiction (eg, aggregate share value, free float requirements, trading record, working capital)?
To be eligible for listing equity securities on SIX Swiss Exchange, issuers must, among other things:
- have existed for at least three years;
- have produced financial statements under the reporting standard required for listing for a minimum of three years;
- have appointed an independent auditor satisfying Swiss law requirements;
- have consolidated equity of at least Sfr2.5 million; and
- be in a position to pay dividends and to carry out other corporate actions in Switzerland (as the case may be, through the appointment of a Swiss paying agent).
In addition, the class of shares being listed must have a free float of at least 20%, with an expected market capitalisation of at least Sfr25 million.
Issuers are also required to publish a listing prospectus with a minimum content specified by the listing rules and a short ‘official information’ that is distributed to traders through SIX's trading system. Certain types of issuer, such as investment companies, are subject to specific criteria.
BX Swiss's listing requirements are generally lower (eg, one year of existence and financial reporting under the relevant accounting standard, a minimum equity of Sfr2 million, a free float of 15% with an expected market capitalisation of at least Sfr2 million).
Are there any exemptions from the listing requirements?
Yes. Under the listing rules of SIX Swiss Exchange and BX Swiss, the listing authority of the relevant exchange can exempt ‘young issuers’ from the obligation to have been in existence and to have produced financial statements under the reporting standard required for listing for a minimum period (three years for SIX, one year for BX Swiss). To be eligible for such an exemption, a young issuer must:
- demonstrate that at least 50% of the offered shares are newly issued;
- execute a lock-up undertaking and cause its main shareholders, directors and executive officers to execute similar lock-up undertakings;
- include certain particular disclosures in the listing prospectus; and
- publish quarterly financial statements.
SIX's and BX Swiss' listing rules also contemplate exemptions from the minimum duration requirement in other circumstances, such as in case of mergers or spin-offs.
In justified cases, the listing authority of the relevant exchanges can also grant ad hoc exemptions from the listing requirements.
Procedure and timeframe
What is the procedure and typical timeframe for listing?
SIX Swiss Exchange requires that a listing application be submitted by a recognised representative at least 20 trading days ahead of the contemplated first trading day. BX Swiss requires an advance notice of only 10 trading days.
What fees apply for an application to list equity securities?
The listing of equity securities on SIX Swiss Exchange is subject to an initial fee of Sfr10 per million of market capitalisation (capped at Sfr80,000 for new issuers) and an additional aggregate fee of Sfr18,000 for new issuers.
At BX Swiss, the fees for a new listing of equity securities amount to Sfr15,000.
Listing versus admission to trading
Is there a distinction between listing and admission to trading in your jurisdiction?
Yes. Under Swiss law, the listing of securities involves obligations for the issuers. A listing can consequently be carried out only upon request of the relevant issuer. Admission to trading, by contrast, does not involve any obligation for the relevant issuer, and can consequently be decided without the relevant issuer's involvement.
Are there any differences in the rules, restrictions and procedures for secondary listings of equity securities?
Yes. SIX Swiss Exchange makes it possible for issuers incorporated outside of Switzerland to have a secondary listing on its markets if the relevant issuer has equity securities listed in its home jurisdiction on a stock exchange that SIX recognises. To be listed on SIX, the relevant issuer must demonstrate that the capitalisation of the securities traded in Switzerland will amount to at least Sfr10 million, or that a regular trading is otherwise to be expected. In case of a secondary listing, the prospectus requirements and obligations for the maintenance of listing are simplified compared to those that apply to a primary listing.
Also, the Swiss rules on disclosure of large shareholdings and on takeovers apply only to issuers that have a main listing for their equity securities on a Swiss stock exchange. These rules do not apply to issuers that have only a secondary listing in Switzerland.
Issuers incorporated in Switzerland are not allowed to have a secondary listing on a Swiss stock exchange. The listing of a Swiss issuer on a Swiss stock exchange will always be deemed a primary one.
Are there any differences in the listing rules and procedures for foreign issuers?
Swiss stock exchanges can request that foreign issuers willing to list their securities on their markets demonstrate that they are not trying, by doing so, to circumvent the listing requirements of their home jurisdiction or of the jurisdiction in which these securities were offered to the public.
In addition, foreign issuers having equity securities listed in a foreign jurisdiction have the option to have a secondary listing in Switzerland (an option that is not opened to Swiss issuers, whose listing in Switzerland is always treated as a primary one).
Under what circumstances can a company be delisted? What rules and procedures apply?
An issuer can at any time request that its shares be delisted. Under current Swiss law, the decision to delist is within the authority of the issuer's board of directors, and does not have to be approved by the issuer's shareholders. The relevant exchange will not object to such a request, but will generally require that the delisting be subject to an advance notice of three to 12 months (on SIX Swiss Exchange) or of up to three months (on BX Swiss), depending on the size of the free float of the securities to be delisted.
Stock exchanges can also delist shares on their own initiative, either as a sanction (eg, in case of repeated violation of the issuers' obligations for the maintenance of listing) or if the conditions for an orderly trading are no longer satisfied (eg, if the free float becomes insufficient).
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