Actions to be taken by issuers
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Review and update management transaction policies and procedures by 1 February 2024.
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Inform, instruct and train the persons subject to the reporting obligations for management transactions regarding the relevant update. Ensure that these persons also inform and instruct their related parties accordingly or abstain from the respective transactions.
In more detail
SIX Exchange Regulation has revised the Listing Rules (LR), the Directive on the Disclosure of Management Transactions (DMT) and the Directive on Ad hoc Publicity (DAH). The revised regulations enter into force on 1 February 2024.
SIX introduced a new requirement for the reporting of follow-on transactions by a related person of a transaction between that related person and a board member or manager where the first transaction was an exempt transaction. These follow-on transactions are now also in scope of the reporting obligation, even if neither the assets of the board member or manager are concerned, nor the board member or manager had any substantial influence. An example is the following: A son sells shares that were a gift from the father, who is a board member. This new rule could imply practical difficulties in certain situations (e.g., reporting of transactions by an estranged ex-spouse). Further, the fact that this rather onerous rule is generally applicable, and not just for situations where a circumvention of the reporting requirement is intended, is questionable from our perspective.
The updated management transaction rules are more specific on additional information to be reported, as follows:
- For trades in unlisted financial instruments: the rules now specify that one has to report exchange ratio, exercise price, exercise period, type of exercise, underlying, any further necessary detail
- For trades in foreign currency: conversion to CHF at the exchange rate prevalent on the trade date
- Transaction description: type of transaction to be described if otherwise not clear, and type of related party to be indicated in case of a transaction with a related party
Moreover, the following clarifications were introduced:
- In case of a takeover bid, the reporting obligation only arises when the subsequent offer period expires.
- Legacies (Vermächtnisse) and endowments for the purpose of establishing foundations under Swiss law are not in the scope of the reporting obligations.
For issuers of SIX-listed equity securities, the remaining changes in the DMT and relating to ad hoc publicity are of a formal nature or merely codify an existing practice of the SIX Exchange Regulation.
However, for issuers with only bonds listed on SIX Swiss Exchange, the revised rules abolish the requirement to "per se" publish their financial reports by way of an ad hoc notice. Such issuers will only have to make an ad hoc announcement for their financial reports if they asses the information to be price-sensitive for the bonds.
Further Information
The updated listing rules, as well as the updated DMT and DAH, may be found here:
https://www.ser-ag.com/en/resources/laws-regulations-determinations/regulations.html.
