2021 Initial Public Offerings Switzerland

Initial Public
Offerings
2021
Contributing editors
Joshua Ford Bonnie and Kevin P Kennedy
© Law Business Research 2020

Publisher
Tom Barnes
Initial Public
[email protected]
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Claire Bagnall
Offerings
[email protected]
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Adam Sargent
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2021
The information provided in this publication Contributing editors
is general and may not apply in a specific
situation. Legal advice should always Joshua Ford Bonnie and Kevin P Kennedy
be sought before taking any legal action
based on the information provided. This Simpson Thacher & Bartlett LLP
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does receipt of it constitute, a lawyer–
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authors accept no responsibility for any
acts or omissions contained herein. The Lexology Getting The Deal Through is delighted to publish the sixth edition of Initial Public
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www.lexology.com/gtdt 1
Contents
Global overview 3 Japan43

Joshua Ford Bonnie and Kevin P Kennedy Kohei Koikawa, Masashi Ueda and Takahiro Yokota
Simpson Thacher & Bartlett LLP Nishimura & Asahi
Australia4 Luxembourg47
Adam D'Andreti and Michael Tong François Warken and Laurent Schummer
Gilbert + Tobin Arendt & Medernach
Belgium11 Singapore53
Arnaud Coibion, Filip Lecoutre, Gilles Nejman, Nicolas Lippens, Evelyn Wee, Hoon Chi Tern and Jasselyn Seet
Thierry L'Homme and Xavier Taton Rajah & Tann Singapore LLP
Linklaters LLP
South Africa 59
Greece17 David Yuill, Ezra Davids and Ryan Wessels
Catherine M Karatzas, Alexandra Th Kondyli and Nikolaos Askotiris Bowmans
Karatzas & Partners Law Firm
Sweden65
Hong Kong 23 Carl-Johan Pousette and Marcus Tipner
Celia Lam and Christopher Wong Advokatfirman Hammarskiöld
Simpson Thacher & Bartlett LLP
Switzerland70
Ireland29 Christina Del Vecchio and Philippe A Weber
Lee Murphy and Ryan Duggan Niederer Kraft Frey
Eversheds Sutherland (Ireland)
United Kingdom 82
Italy38 Clare Gaskell, Deborah Harris and Lucy Gillett
Enrico Giordano and Maria Carmela Falcone Simpson Thacher & Bartlett LLP
Chiomenti Studio Legale
United States 91
Joshua Ford Bonnie and Kevin P Kennedy
Simpson Thacher & Bartlett LLP
2 Initial Public Offerings 2021

Switzerland
Philippe A Weber and Christina Del Vecchio
Niederer Kraft Frey
MARKET OVERVIEW • international luxury goods companies such as Richemont

and Swatch;
Size of market • multinational food and beverage, pharmaceutical and biotech
1 What is the size of the market for initial public offerings companies such as Alcon, Givaudan, Lindt & Sprüngli, Lonza,
(IPOs) in your jurisdiction? Nestlé, Novartis and Roche;
• large industrials such as ABB, Geberit, LafargeHolcim, OC Oerlikon
Despite several IPOs in the pipeline that were expected to launch and Schindler; and
during the first half of 2020, the outbreak of covid-19 and the related • numerous real estate companies such as Allreal, HIAG, PSP Swiss
volatility in the capital markets has temporarily put the Swiss IPO Property and Swiss Prime Site.
market on hold.
The Swiss IPO market in 2019 was impacted by various global polit- There is also a significant number of foreign companies that have opted
ical and economic uncertainties, including the negotiations regarding for primary or secondary equity listings in Switzerland to gain better
Brexit, trade policy tensions between the United States, China and access to international institutional investors or because of strong
Europe as well as other geopolitical concerns. However, despite such representation from certain industries and the desire to be listed
mixed market conditions, there were five successful IPOs in 2019 on SIX among attractive peers. This is especially the case with regard to the
Swiss Exchange Ltd (SIX) with an aggregate issue volume of approxi- pharmaceutical and biotech industries. Selected foreign companies that
mately 3.1 billion francs, of which the IPO of Stadler Rail with an offer have primary or secondary equity listings on exchanges in Switzerland
size of 1.5 billion francs was the sixth largest IPO in Europe in 2019 and include AMS (A), Cassiopea (I), Cosmo Pharmaceuticals (NL), Newron
the IPO of SoftwareOne was the 10th largest. The other IPOs on SIX in Pharmaceuticals (I), SHL Telemed (IL) with primary listings and the 3M
2019 included Medacta Group, Aluflexpack and Novavest Real Estate, Company (USA), Abbott Laboratories (USA) and Baxter International
accompanied by the listing of shares of Alcon (following its spin-off from (USA) with secondary listings, respectively.
Novartis) and the listing of shares of Achiko. Of the 253 companies listed on SIX as of 31 May 2020, 34 have their
In 2018, there were seven IPOs with an aggregate offering volume registered offices outside Switzerland.
of approximately 3.8 billion francs on SIX, of which the IPO of SIG
Combibloc Group with an offer size of 1.7 billion francs was the third Primary exchanges
largest IPO in Europe in 2018 and the IPO of CEVA Logistics was the 3 What are the primary exchanges for IPOs? How do they
sixth largest. The other IPOs on SIX in 2018 included Fundamenta Real differ?
Estate, Klingelnberg, Polyphor, Medartis Holding and Sensirion Holding,
along with the initial listings of IGEA Pharma, ObsEva, Blackstone SIX operates the principal securities exchange in Switzerland and is
Resources and ASMALLWORLD. the fourth largest exchange in Europe. As of 31 May 2020, SIX had 253
In 2017, there were six IPOs with an aggregate offering volume of companies listed (of which 219 were Swiss-domiciled issuers).
approximately 4.5 billion francs on SIX, of which Landis+Gyr Group with The only other equity exchange in Switzerland is BX Swiss AG (BX
an offer size of 2.2 billion francs was the third largest IPO in Europe Swiss). The BX Swiss is much smaller than SIX and mainly targets small
in 2017 and the IPO of Galenica was the fifth largest. The other IPOs and medium-sized Swiss enterprises. As of 31 May 2020, 18 companies
on SIX in 2017 included poenina holding and Zur Rose Group, along were listed on the BX Swiss.
with the initial listings of Idorsia (following its spin-off from Actelion
Pharmaceuticals) and Rapid Nutrition. REGULATION
Issuers Regulators
2 Who are the issuers in the IPO market? Do domestic 4 Which bodies are responsible for rulemaking and enforcing
companies tend to list at home or overseas? Do overseas the rules on IPOs?
companies list in your market?
Switzerland is not a member of the EU or the EEA. Accordingly,
Issuers listing shares on exchanges in Switzerland stem from a range of the EU Prospectus Regulation and other EU regulations relating to
Swiss industries and include: capital markets offerings are not applicable to offerings conducted in
• major banks such as Credit Suisse and UBS, as well as several Switzerland.
well-known private banks such as EFG, Julius Bär and Vontobel; However, the Swiss financial market regulatory framework has
• large reinsurance and insurance corporations like Swiss Re and undergone fundamental and comprehensive reforms over the past
Zurich International; few years. The main purpose of these reforms is to harmonise Swiss

Niederer Kraft Frey Switzerland
regulations with existing and new EU regulations and to ensure access SIX Regulatory Board
of Swiss financial institutions to the European market by fulfilling equiv- One of the most important self-regulatory bodies under FINMA’s super-
alence requirements. The most important parts of the reform package vision with regard to equity markets and exchanges in Switzerland is
in terms of Swiss capital markets are set out in the new Financial the SIX Regulatory Board. This is responsible for issuing the rules and
Services Act (FinSA) and its implementing ordinance, the Financial regulations that apply to issuers (eg, rules and directives) and partici-
Services Ordinance (FinSO), both of which entered into force on 1 pants (eg, SIX Rule Book and participant directives).
January 2020 (subject to the phase-in of certain provisions as well as
transition periods). SIX Exchange Regulation Ltd
In essence, FinSA (together with FinSO) introduces a new The SIX Exchange Regulation, an independent and autonomous entity
prospectus regime, including specific statutory requirements, for Swiss within SIX Group Ltd, regulates and monitors participants and issuers
capital markets applicable to all financial instruments (subject to exemp- listed on SIX. In particular, it carries out tasks prescribed under Swiss
tions and customizations for certain instruments) where any person legislation and under the rules and regulations issued by the SIX
in Switzerland who makes a public offer for the acquisition of securi- Regulatory Board and monitors compliance with these regulations. The
ties or any person who seeks the admission of securities to trading SIX Exchange Regulation is, subject to the relevant rules, permitted to
on a trading venue in Switzerland must first publish a prospectus. prescribe sanctions or submit sanction proposals, as well as to inform
Furthermore, unlike under the previous regime, any such prospectus the chairman of the board of directors of SIX Group Ltd, the supervisory
must be submitted to a reviewing body for approval prior to publication authorities and, where appropriate, the competent public prosecuting
(ex-ante review). authorities of suspected violations of the law or other wrongdoing by
Notably, according to FinSO, where a public offer is made or a market participants.
request is made for admission to trading on a trading venue, the duty to The Listing and Enforcement department of SIX Exchange
publish an approved prospectus will only take effect as of 1 December Regulation is responsible for the self-regulated listing and admission
2020 (ie, six months after the reviewing bodies were licensed by FINMA, to trading of companies and securities. This department also moni-
which became effective 1 June 2020). Until 1 December 2020, insofar tors compliance with information obligations for listed companies
as no prospectus in accordance with FinSA is produced, issuers may (eg, ad hoc publicity and regular reporting, corporate reporting and
continue to comply with the previous regime, whereby an offering and management transactions). On the basis of public law, this department
listing prospectus can be prepared in compliance with the Swiss Code of operates as a reviewing body (see below) and receives disclosures of
Obligations (CO) or the listing rules of the relevant exchange (as appli- shareholdings.
cable). Exemptions from the duty to publish a prospectus under FinSA The Surveillance and Enforcement department of SIX Exchange
have been available to issuers and offerors alike (eg, selling share- Regulation monitors price movement and trading on SIX’s exchanges.
holders and underwriters) since 1 January 2020.
Below is an overview of the applicable legislative framework Reviewing body
(including FinSA and FinSO), followed by summaries of the main regula- As a general matter, under FinSA, any person in Switzerland who makes
tory and self-regulatory authorities mandated with the implementation, a public offer for the acquisition of securities or any person who seeks
supervision and enforcement of the legislation. the admission of securities to trading on a trading venue in Switzerland
must first publish a prospectus. Furthermore, unlike under the previous
Legislative framework regime and subject to certain exemptions, any such prospectus must
Generally, the current legislative framework with respect to IPOs and be submitted to a reviewing body licensed by FINMA (see above) for
equity securities markets and exchanges in Switzerland is governed by approval prior to publication or admission to trading. The reviewing
the following legislations: body is responsible for checking that a prospectus is complete,
• Financial Markets Infrastructure Act of 19 June 2015 (FMIA); coherent and understandable. On 28 May 2020, the prospectus offices
• Financial Market Infrastructure Ordinance of 25 November of SIX Exchange Regulation and BX Swiss announced the approval from
2015 (FMIO); FINMA to act as prospectus reviewing bodies under FinSA effective 1
• Financial Services Act of 15 June 2018 (FinSA); June 2020. Thus, SIX Exchange Regulation and BX Swiss have started
• Financial Services Ordinance of 6 November 2019 (FinSO); and accepting applications for the review and deposit of prospectuses
• additional ordinances issued by Swiss Financial Market Supervisory pursuant to FinSA. After the expiration of the six-month transition period
Authority (FINMA) (FINMA). pursuant to FinSO that began with the licensing of the reviewing bodies
by FINMA (ie, as from 1 December 2020), the obligation to publish an
These statutes and regulations contain rules that impose direct obliga- approved prospectus pursuant to FinSA will apply to all securities that
tions on issuers and other market participants, such as specific content are publicly offered in Switzerland or seek an admission to trading on a
requirements for prospectuses, disclosure rules in respect of qualified trading venue in Switzerland.
shareholdings and rules on insider trading and market manipulation.
Authorisation for listing
Supervisory bodies 5 Must issuers seek authorisation for a listing? What
FINMA information must issuers provide to the listing authority and
The main financial market regulatory body in Switzerland is FINMA. how is it assessed?
FINMA delegates certain aspects of the regulation of the Swiss finan-
cial markets to a number of private or semi-private self-regulatory The new prospectus regime introduced by FinSA and FinSO entered into
bodies that it licenses and supervises. For example, the SIX Group Ltd is force on 1 January 2020 (subject to the phase-in of certain provisions
mandated with the issuance, monitoring and enforcement of regulations as well as transition periods). Specifically, according to FinSO, where a
related to SIX Swiss Exchange Ltd (SIX). Furthermore, FINMA is respon- public offer is made or a request is made for admission to trading on a
sible for licensing and supervising the regulatory bodies responsible trading venue, the duty to publish an approved prospectus will only take
for the prospectus review process (ie, the ‘reviewing body’) under the effect as of 1 December 2020 (ie, six months after the reviewing bodies
FinSA and FinSO. were licensed by FINMA, which became effective 1 June 2020). Until 1
Switzerland Niederer Kraft Frey
December 2020, insofar as no prospectus in accordance with FinSA is • all amounts concerning the use of issue proceeds correspond with
produced, issuers may continue to comply with the previous regime, the amount of the expected proceeds from the offering; and
whereby an offering and listing prospectus can be prepared in compli- • the financial figures included in the prospectus match those in the
ance with the Swiss Code of Obligations (CO) or the listing rules of the financial statements appended to the prospectus.
relevant exchange (as applicable). Under this regime, issuers seeking
to list their shares on a trading venue in Switzerland must comply with In addition, the prospectus offices of SIX Exchange Regulation and BX
the applicable exchange listing rules without the registration with or Swiss will check prospectuses for their ‘understandability’, consid-
authorisation by FINMA or any other regulatory body in Switzerland. ering whether:
Nevertheless, under the new prospectus regime introduced by • the prospectus includes a clear and detailed table of contents;
FinSA and FinSO, the prospectus approval process and admission to • the prospectus is free from unnecessary repetitions;
trading on a Swiss trading venue in an IPO is expected to consist of two • related information is grouped together;
parallel processes: • the prospectus uses a font size that is easy to read;
• prospectus approval prior to publication pursuant to FinSA (ie, by a • the prospectus is structured in a way that enables investors to
reviewing body, such as SIX Exchange Regulation or BX Swiss); and understand the contents;
• application for the admission to trading on the relevant trading • the components of the mathematical formulas are defined in the
venue (ie, by the exchange admission body, such as SIX Exchange prospectus; and
Regulation). • the language in the prospectus is not deliberately misleading.
Following the introduction of the new prospectus regime, the Swiss In terms of timeframes, according to FinSA, the applicable reviewing
stock exchanges have also amended their listing rules so that these body shall review prospectuses as soon as they are received. New
two processes can operate in parallel. Each is discussed in greater issuers are required to submit their prospectus for approval 20 calendar
detail below. However, and perhaps most noteworthy, parties do not days (10 for all other issuers) prior to the publication of the prospectus
necessarily need to submit a prospectus for approval to the respective or admission to trading (as applicable). To the extent that the reviewing
prospectus office of the trading venue that they may also be seeking body requires amendments or revisions to the prospectus, it will notify
admission to trading on in Switzerland. For example, the prospectus the offeror within the applicable timeframe indicating the reasons for
office of BX Swiss could approve a FinSA compliant prospectus for an the requests. Following receipt of the revised prospectus, the reviewing
issuer that is separately seeking an admission to trading on the SIX (via body shall decide within the same timeframes (ie, 20 calendar days for
the application process with SIX Exchange Regulation) and vice versa. new issuers and 10 calendar days for all other issuers) whether the
revised prospectus shall be approved. Importantly, if the reviewing
Prospectus approval by a reviewing body body does not provide a response within the specified period, this will
The reviewing body follows the administrative procedures set out in not mean that the prospectus is deemed approved. Once approved,
Swiss administrative law (specifically, the Federal Act on Administrative prospectuses are valid for 12 months for public offers or admission to
Procedure of 20 December 1968 (the APA)). The APA provides for certain trading on a trading venue of securities of the same category and the
rights, including the right to inspect files, the right to be heard and same issuer (subject to any required supplements, see below).
judicial review. Appeals against decisions of a reviewing body may be Once approved by a reviewing body, the offeror of securities or the
lodged with the Federal Administrative Court (within the meaning of the person requesting their admission to trading must file the prospectus
APA). In addition, the calendar of the reviewing body can also follow with the reviewing body that approved it and publish the prospectus no
the legal holidays stipulated in the APA, which differs from customary later than the beginning of the public offer or admission of the securities
Swiss securities trading days. However, in order to meet the demands to trading. In the context of IPOs, the approved prospectus will also need
of the capital markets, both SIX Exchange Regulation and BX Swiss have to be published at least six business days (ie, working days) before the
decided partially to forgo the suspension of deadlines according to the end of the offering period; therefore implementing a new minimum stat-
legal holidays stipulated in the APA and will in large part suspend their utory requirement for the duration of IPOs. FinSA sets forth a number of
review deadlines in line with the Swiss securities trading calendar. permissible publication mediums, including in an electronic format on
Prospectus the website of the issuer or trading venue involved, so long as a paper
In principle and subject to exemptions and certain easements for version is available free of charge upon request.
selected issuers and financial instruments, under FinSA, any person in
Switzerland who makes a public offer for the acquisition of securities or Supplements
any person who seeks the admission of securities to trading on a trading Generally, a duty to publish a prospectus supplement is triggered by
venue in Switzerland must first publish a prospectus. Furthermore, any any new facts or circumstances that arise between the time of approval
such prospectus must be submitted to a reviewing body for approval of the prospectus and the completion of the public offer or opening of
prior to publication (ex-ante review). trading on a trading venue that could have a significant influence on
As stipulated by FinSA, the reviewing body will check that appli- the assessment of the securities. As with prospectuses, in principle,
cable prospectuses are complete, coherent and understandable. supplements will also need to be approved by the applicable reviewing
According to FinSO, the review for ‘completeness’ will be limited to body prior to publication as well as published in the same form as the
formal compliance with the content guidelines annexed to FinSO (which approved prospectus. In addition, as a general matter, after the publi-
are largely based on the well-established content requirements (ie, cation of a supplement investors must be given the opportunity to
schemes) previously in place under the SIX Listing Rules). With regard withdraw their subscriptions or acquisitions.
to ‘coherence’, the prospectus offices of SIX Exchange Regulation and
BX Swiss will consider whether: Pricing supplements
• any risks mentioned in the summary are also included in the risk Importantly, events contemplated by and disclosed in the prospectus
factors section; or the final terms (eg, approvals under company law or by the authori-
• the information in the summary corresponds to the information in ties, the stipulation of the price or volume of the securities offered
other sections of the prospectus; or possible alternatives to a capital increase) do not trigger a duty to

publish a supplement and, thus, do not require the approval of the Furthermore, there are certain other exemptions from the duty to
applicable reviewing body prior to publication or affect an offering's publish a prospectus depending on the type of securities or the context
timeline (as with prospectus supplements described in more below). in which such securities are being publicly offered and certain exemp-
Indeed, FinSA specifically states that if the final issue price and the issue tions that apply in the context of the admission to trading on a trading
volume cannot be stated in the prospectus, the prospectus must then venue in Switzerland. Importantly, FinSA provides that in circumstances
indicate the maximum issue price and the criteria and conditions used where a prospectus is not required, offerors or issuers must never-
to determine the issue volume. However, issuers need to file such infor- theless treat investors equally when sharing essential information
mation (ie, the pricing supplement) with the applicable reviewing body regarding the offering.
upon publication. In summary, relatively standard pricing supplements
in IPOs, for example, do not need to be approved by a reviewing body Admission to trading on SIX
prior to publication and, thus, do not affect an offering’s timeline. General
The listing application must be submitted pursuant to article 43 of the
Prospectus supplements SIX Listing Rules by a recognised representative in writing to the SIX
However, for facts and circumstances not contemplated by or Exchange Regulation. As a general rule, the listing application must be
disclosed in the prospectus that are capable of materially influencing submitted no later than 20 trading days prior to the intended listing date
average market participants investment decisions, a supplement to for new issuers (10 trading days for all other issuers).
the prospectus must be immediately prepared and reported to the The listing application must contain a short description of the
applicable reviewing body. Subject to exemptions, the approval of the securities to be listed and a request regarding the planned first trading
prospectus supplement may be required and the reviewing body shall day, as well as a reference to the enclosures to the application that are
provide such approval within a maximum of seven calendar days. If any required by the SIX Regulatory Board. In preparing the listing appli-
amendments or changes to the supplement are required, the period for cation, issuers must also indicate which regulatory standard they are
such revisions shall be no more than three calendar days in the case of applying to and demonstrate their satisfaction of the corresponding
a public offer and no more than seven calendar days in the case of an requirements (further details regarding the regulatory standards are
admission to trading. Once approved, the supplement must be published outlined below). In addition, if certain listing requirements are not
immediately and in the same format that the prospectus was published. met, the listing application must contain a well-founded request for an
To facilitate the timely publication of supplements relating to certain exemption.
events, FinSA provides that the reviewing bodies shall maintain a list of In summary, the following documentation must be submitted to
facts that, by their nature, are not subject to approval by the reviewing SIX, together with the duly signed listing application:
body. According to the rules of the respective prospectus offices of SIX • evidence that the issuer has a prospectus that has been approved
Exchange Regulation and BX Swiss in the context of IPOs the publication of by a reviewing body in accordance with FinSA or that is deemed to
supplements that provide notifications to the market relating to the occur- be approved in accordance with the FinSA;
rence of new facts that (according to the rules of the respective Swiss or • a copy of a current extract from the commercial register of
foreign trading venue where application for listing is sought or as appli- the issuer;
cable) are made public and are possibly price-sensitive may be filed as a • a copy of the valid articles of association of the issuer;
supplement not subject to review or approval by the prospectus office. • if necessary, an original of the duly signed declaration by the issuer
In such scenarios, the supplement has to be published at the same time that any printed share certificates will comply with the SIX SIS AG
as the facts are reported to and filed with the applicable reviewing body. (SIX SIS) printing regulations. In the case of book-entry securities,
However, the rules of the respective prospectus offices of SIX the issuer must submit an explanation of how the holders of such
Exchange Regulation and BX Swiss have specifically excluded supple- securities may obtain proof of their holding;
ments relating to new facts that entail or result in changes to published • evidence that the auditors of the issuer fulfil the requirements
annual, semi-annual or quarterly financial statements of the issuers of auditors for public companies set out in articles 7 and 8 of the
concerned (despite such facts being also ad hoc relevant and possibly Federal Act on the Licensing and Oversight of Auditors (AOA);
price sensitive). In such cases and in the case of all other supplements • an original of the duly signed declaration by the lead manager of the
relating to new facts and circumstances that could have a significant issuer that the free float of relevant equity securities is sufficient;
influence on the assessment of the securities, the applicable reviewing • an official notice pursuant to articles 40a and 40b of the SIX
body will then follow the review timelines stipulated above. Listing Rules;
In each of the above described scenarios (ie, other than upon publi- • a duly signed declaration by the issuer in accordance with article
cation of customary pricing supplements), following the publication of 45 of the SIX Listing Rules stating that:
the prospectus supplement, the offer period cannot end sooner than • its responsible bodies are in agreement with the listing;
two days after publication of the supplement or instead of extending the • it has read and acknowledges the SIX Listing Rules together
offer period, the issuer may, under the terms of the offer, grant investors with any applicable Additional Rules and the corresponding
the option to withdraw their subscriptions or acquisitions within two implementing provisions, as well as the SIX rules of proce-
days after the final completion of the public offer. dure and sanction regulations and recognises them expressly
in the form of the declaration of consent. The issuer further
Exemptions from the duty to publish a prospectus recognises the board of arbitration determined by SIX and
While arguably less relevant in the context of IPOs, FinSA includes expressly agrees to be bound by any arbitration agreement.
express exemptions from the duty to publish a prospectus in the The issuer also recognises that its continued listing is condi-
context of public offerings in Switzerland or admissions to trading. The tional upon it agreeing to be bound by the version of the legal
prospectus exemptions to the duty to publish a prospectus in the context foundations that is in force at any given time; and
of public offerings came into effect as of 1 January 2020 and include, • it will pay the listing fees.
among others, offerings limited to investors classified as professional
clients as defined in the FinSA and offerings addressed to fewer than To the extent possible, all documents should be submitted together with
500 investors. the listing application. However, if such documents are not yet in final
form, draft versions may be submitted with the final versions to follow. Minimum equity capital requirements
The issuer’s evidence that it has a prospectus approved by a reviewing Pursuant to the regulatory standards, an issuer’s consolidated equity
body in accordance with FinSA must be submitted by 7.30 am on the capital, as reported on its consolidated balance sheet as at the first day
first trading day. The remaining annexes to the application must be of trading, must amount to at least 2.5 million francs for all the standards
submitted in their final forms no later than 4.00 pm one exchange day listed above. Collective investment schemes must hold assets of at least
prior to the first trading day (subject to certain exemptions, in particular 100 million francs, but exchange-traded funds differ from classic invest-
in connection with offerings that involve book-building processes). ment funds in this respect and no minimum capitalisation requirements
apply to them (although there is a requirement that one or two market
Regulatory standards makers commit to posting firm bids and asks, the spread between which
In preparing the listing application on SIX, issuers must indicate which does not exceed a predefined percentage of indicated net asset value).
regulatory standard they are applying to and demonstrate their satisfac-
tion of the corresponding requirements. The following main regulatory Financial track record
standards are available for listings on SIX: Pursuant to the regulatory standards, an issuer must:
• International Reporting Standard. This is aimed at international • have existed as a company for at least three years; and
investors. It has the most comprehensive transparency require- • have produced audited annual financial statements for the three
ments and requires the application of international financial full financial years preceding the listing application.
reporting standards (IFRS), US generally accepted accounting
principles (US GAAP) or another internationally recognised The three-year rule does not apply to companies that are listed under
accounting standard. the Standard for Investment Companies or the Standard for Real Estate
• Swiss Reporting Standard. This is aimed at domestic investors. Companies; however, companies with a shorter financial history may
Issuers may apply Swiss GAAP FER or the financial reporting benefit from exemptions granted by the SIX Regulatory Board (if neces-
standard under the Swiss Banking Act, with the other listing sary) where it appears in the interests of the issuer or of the investors,
requirements remaining consistent with the International namely in cases where the listed entity:
Reporting Standard. • is the result of a corporate reorganisation such as a merger, spin-
• Standard for Investment Companies. This is for the listing of off or other transaction in which a pre-existing company or portions
equity securities issued by investment companies (ie, companies thereof are continuing as commercial entities; or
whose sole purpose is to pursue collective investment schemes • has not yet been able to present financial statements for the
to generate income or capital gains, or both, without engaging in prescribed period of time, but nonetheless wishes to access the
any actual entrepreneurial activity as such and that do not operate capital markets in order to finance its strategy for growth (‘young
under a licence as a collective investment scheme under the Swiss companies’); and
Federal Act on Collective Investments). • in each case, the SIX Regulatory Board has a guarantee that inves-
• Standard for Real Estate Companies. This is for the listing of equity tors are adequately informed and possess the information required
securities issued by a real estate company (ie, companies that to make a well-founded assessment of the issuer and the securities
continually generate at least two-thirds of their revenue from real to be admitted.
estate-related activities).
Where exemptions are granted, issuers must either comply with, among
The following table outlines the key listing requirements pursuant to other conditions, stricter transparency requirements, such as quarterly
SIX regulatory standards below. reporting until annual accounts for three complete financial years are
available (in connection with young companies) or provide additional
International Reporting Swiss Reporting Standard for Standard for Real

Listing Being public
Standard Standard Investment Companies Estate Companies
Financial track record Yes Three years Three years N/A N/A
Minimum equity
capital requirements Yes 2.5 2.5 2.5 2.5
(in million francs)
Minimum free float
Yes 20 per cent 20 per cent 20 per cent 20 per cent
in percentage
Minimum free float
market capitalisation Yes Yes 25 25 25 25
(in million francs)
Swiss GAAP FER/
Financial reporting Yes IFRS/US GAAP Standard according to IFRS/US GAAP Swiss GAAP FER/IFRS
Banking Act
Regular reporting
Yes Semi-annually Semi-annually Semi-annually Semi-annually
obligations
Ad hoc publicity Yes Yes Yes Yes Yes
Corporate governance Yes Yes Yes Yes Yes
Management transactions Yes Yes Yes Yes Yes
List of insiders Yes No No No No

financial information, such as pro forma financials (in the case of listed The information can be in one of the official languages of Switzerland
entities resulting from a corporate reorganisation). (ie, German, French or Italian) or in English. As noted above, and unlike
For further details, see the SIX Directive on Exemptions regarding under the previous prospectus regime, under FinSA and FinSO, prospec-
Duration of Existence of the Issuer and the SIX Directive on the tuses must contain a clearly understandable summary of the essential
Presentation of a Complex Financial History in the Listing Prospectus. information that facilitates a comparison with similar securities. In
addition, prospectuses may contain references to previously or simulta-
Minimum free float neously published documents in all sections apart from the summary.
At least 20 per cent of all of the issuer’s outstanding securities of the If the final issue price and the issue volume cannot be stated in
same category must be publicly owned with capitalisation of at least 25 the prospectus, the prospectus must indicate the maximum issue price
million francs. The definition of free float for purposes of the SIX Listing and the criteria and conditions used to determine the issue volume.
Rules is set out in the Directive on the Distribution of Equity Securities. Once available, the information on the final issue price and on the issue
volume shall be filed with the applicable reviewing body and published.
Special listing requirements for foreign issuers The reviewing body is permitted to grant exemptions and provide
Foreign issuers of equity securities are subject to certain additional that information need not be included in the prospectus where, for
listing requirements as set out in the SIX Directive on the Listing of example, disclosure would be seriously detrimental to the issuer and
Foreign Companies. Generally speaking, these additional requirements omission would not mislead investors with regard to facts and circum-
are not very onerous and in practice they do not pose particular issues. stances that are essential to an informed investment decision. In any
case, the reviewing body needs to ensure that the interests of investors
Prospectus remain protected.
6 What information must be made available to prospective The prospectus may consist of a standalone document or several
investors and how must it be presented? individual documents. If it consists of two or more individual documents,
it may be broken down into a registration document with information
In accordance with FinSA and FinSO, prospectuses shall contain the about the issuer; a securities note with information on the securities
essential information for the investor's decision on the issuer and the to be offered publicly admitted to trading on a trading venue; and
shares being offered. While FinSA outlines the high-level categories of the summary.
information to be included in prospectuses, FinSO sets out in a series
of annexes detailed information requirements depending on the type of Publicity and marketing
security being offered. These annexes largely track the previous infor- 7 What restrictions on publicity and marketing apply during the
mation requirements under the SIX Listing Rules. Annex 1 to the FinSO IPO process?
sets out the minimum content requirements for equity prospectuses
and generally requires, inter alia, the following information: FinSA (together with FinSO) generally provides that any advertising for
• separate detailed and clearly understandable summary of the issuer, financial instruments (ie, aimed at investors and serves to draw atten-
the offering and any other essential information in a tabular format; tion to specific financial instruments) must be clearly indicated as such,
• the name of the reviewing body and the date of approval must prom- for example with an appropriate disclaimer. Any such advertising must
inently appear on the cover of the prospectus and in the summary; also mention the prospectus for the financial instrument in question as
• description of the main risks with regard to the issuer and its industry; well as where the prospectus can be obtained (ie, the contact details
• information on the board of directors, management, auditors and for the issuer, offeror or the underwriters). Furthermore, as a basic
other governing bodies of the issuer; principle, any advertising and other information on such financial instru-
• description of the issuer's business activities and prospects insofar ments must correspond to the details given in the prospectus.
as they are of material importance in assessing the business activi- In connection with any advertising, it is also important to bear
ties and earning power of the issuer (ie, business outlook) as well in mind that under article 69 FinSA (Liability), whoever makes state-
as information on material court, arbitration and administrative ments in prospectuses or similar communications (eg, press releases,
proceedings; press conferences or other marketing materials) that are inaccurate,
• description of past investments, current investments and invest- misleading or in violation of statutory requirements, without having
ments already approved as well as a capitalisation table; acted with the required care, is liable to the acquirer of a financial
• description of capital and voting rights of the issuer's securities as instrument for the damage thereby caused. Thus, the term ‘similar
well as an overview of significant shareholders in accordance with communications’ extends the application of FinSA beyond the offering
articles 120 and 121 FMIA; prospectus and potentially attaches liability to any misleading publicity
• overview of the issuer's information policy; relating to a securities offering (regardless of the form of media).
• the issuer's last two published financial reports containing the In short, if the above conditions and considerations are observed
annual financial statements for the last three full financial years, and adhered to and subject to any restrictions under foreign securi-
drawn up in accordance with a recognised financial reporting ties laws depending on the structure of the offering, an issuer of equity
standard as published by the applicable reviewing body and audited securities in Switzerland may generally engage in any type of public
by the auditors (subject to exemptions and additional conditions in relations or marketing activities, including promotion of its products and
the event of significant structural changes (ie, the inclusion of carve- services and advertising a forthcoming equity offering.
out, combined and/or pro forma financial statements));
• information on dividends and financial results; Enforcement
• estimated net proceeds of the offering; 8 What sanctions can public enforcers impose for breach of IPO
• information in the securities being offered (ie, issue price and rules? On whom?
volume; risks; legal foundation; rights; restrictions; publication;
securities number, ISIN and trading currency; and information on FinSA introduces criminal liability in the event of intentional violation
the offer, including net proceeds); and of the prospectus rules and regulations thereunder, including where
• responsibility for the prospectus. that person provides false information or withholds material facts in the
prospectus or fails to publish a prospectus where required under FinSA. than, for example, customary pricing supplements), the offer period
For instance, a fine not exceeding 500,000 francs shall be imposed on cannot end sooner than two days after publication of the supplement or
any person who wilfully fails to publish a prospectus pursuant to article instead of extending the offer period, the issuer may, under the terms of
3 of FinSA by the beginning of the public offer at the latest. Notably, enti- the offer, grant investors the option to withdraw their subscriptions or
ties that are subject to FINMA’s supervision are exempted from these acquisitions within two days after the final completion of the public offer.
provisions (whereas other applicable (and analogous) provisions would In parallel to the prospectus approval process, the listing appli-
rather apply). cation to SIX Exchange Regulation, for example, will also need to be
In the case of a breach of the SIX Listing Rules, or of any addi- submitted at least 20 trading days for new issuers (10 for all other
tional rules or regulations issued by SIX, the SIX Exchange Regulation issuer) prior to the start of the book-building period.
and SIX Sanctions Commission can impose one or more of the following In principle, though, IPOs in Switzerland generally take between
sanctions on issuers, guarantors or recognised representatives (as four and six months, and an indicative IPO can generally be organised
applicable): into the following five phases.
• warning;
• reprimand; IPO planning and preparation phase
• a fine of up to 1 million francs (in cases of negligence) or 10 million During the IPO planning and preparation phase, there are likely to be
francs (in cases of wrongful intent); many workstreams operating in parallel and which may overlap. During
• suspension of trading or registration; this phase, these workstreams generally address the following tasks:
• issue of a new registration decision under stipulations or conditions; • discussion and development of the issuer’s strategy, business plan,
• delisting or reallocation to a different regulatory listing standard; equity story (ie, investment case) and offering structure;
• exclusion from further listings; and • establishing a timetable and holding kick-off meetings;
• withdrawal of recognition or registration. • selection of the responsible team both internally at the issuer and
externally, including the bookrunners and any other managers (ie,
The SIX Exchange Regulation is also, subject to the relevant rules, the banking syndicate) and legal and financial advisers;
permitted to inform the chairman of the board of directors of SIX Group • making any necessary changes in respect of the company’s corpo-
Ltd, the supervisory authorities and, where appropriate, the competent rate structure to meet legal or operational requirements (the
public prosecuting authorities of suspected violations of the law or length of this phase depends on, among other factors, any required
other wrongdoing by market participants. restructurings);
• consideration of matters concerning capital, financial and
TIMETABLE AND COSTS accounting or tax structures; and
• beginning due diligence exercises (which includes business,
Timetable financial and legal due diligence and will continue throughout the
9 Describe the timetable of a typical IPO and stock exchange offering process).
listing in your jurisdiction.
Drafting phase
In general, the timetable of an equity offering depends on both the type During the drafting phase, the issuer along with its advisers will:
and the size of the offering. In addition, certain offerings may require a • draft the prospectus and other key legal documents;
greater amount of preparation on the part of the issuer, particularly with • develop marketing and presentation materials, such as early look,
respect to corporate governance and corporate structure, as well as analyst and pilot-fishing presentations (notably, in the event that
accounting and reporting requirements. In addition, when considering an issuer has publicly listed debt securities on an EU securities
the timetable of IPOs in Switzerland, the timeline requirements of the exchange, the requirements under the European Market Abuse
prospectus approval process under new Financial Services Act (FinSA) Regulation (MAR) need to be taken into account);
and application process to the trading venue must be considered. • engage with the issuer’s auditors regarding presentation of
In relation to the prospectus approval process, according to FinSA, financial information in the prospectus and delivery of comfort
the applicable reviewing body shall review prospectuses as soon letters; and
as they are received. First-time issuers are required to submit their • attend courtesy meetings at SIX Swiss Exchange Ltd (SIX) to
prospectus for approval 20 calendar days (10 for all other issuers) discuss the contemplated offering structure and content of the
prior to the publication or admission to trading. To the extent that the prospectus.
reviewing body requires amendments to the prospectus, it will notify
the issuer within these timeframes indicating the reasons for the revi- Negotiating and investor education phase
sions. Following receipt of the revised prospectus, the reviewing body During the negotiating and investor education phase, the IPO work-
shall decide within the same timeframes (ie, within an additional 20 streams generally address the following tasks:
calendar days or 10 calendar days for all other issuers) whether the • shareholders’ resolutions in respect of the offering and capital
revised prospectus shall be approved. For IPOs, once approved by the increase (if applicable);
reviewing body, the approved prospectus will also need to be published • negotiation of underwriting agreement and any sub-underwriting
at least six business days before the end of the offering period. In the agreements (if applicable);
event that the duty to publish a prospectus supplement arises (other • delivery of the analyst presentation and review of research reports;
than, for example, customary pricing supplements), the approval of the • submission of the draft prospectus to the reviewing body;
supplement by the applicable reviewing body shall be provided within • submission of the SIX listing application and available annexes;
a maximum of seven calendar days (if required). If any amendments or • draft of roadshow presentation and other materials for analysts,
changes to the supplement are required, the period for such revisions press and investors;
shall be no more than three calendar days in the case of a public offer • responding to any comments or requests for additional informa-
and no more than seven calendar days in the case of an admission to tion from the reviewing body and/or SIX Exchange Regulation/
trading. Following the publication of the prospectus supplement (other Disclosure Office (as applicable);

• inclusion of interim financial statements into offering documents appropriations, including base fee, selling fee, management fee and
and update analysts (if applicable); and incentive fees);
• issuance of a press release regarding the issuer’s intention to float, • issuer’s counsel fees: depending on type of offering (eg, regulation
followed by the publication of analysts’ research reports. S as opposed to rule 144A) and other factors, typically between
600,000 and 1.5 million francs;
During this period, issuers typically receive approval of the prospectus • underwriters’ counsel fees: depending on type of offering (eg,
by the reviewing body and SIX Exchange Regulation for the listing of regulation S as opposed to rule 144A) and other factors, typically
equity securities. between 300,000 and 650,000 francs;
• financial printer fees: typically, between 20,000 and 40,000 francs;
Pre-trading and marketing phase • Swiss federal stamp duty (if shares are newly issued): 1 per cent on
During the period from approximately two weeks prior to the first day the issue price of the new shares placed in the offering; and
of trading, the IPO workstreams generally address the following tasks: • Swiss federal securities transfer taxes (if shares are already in
• approval of the prospectus and underwriting agreement by the existence): up to 0.15 or 0.3 per cent of the offer price for the existing
board of directors of the issuer; shares sold in the offering.
• final price discussions with the board of directors of the issuer and
setting of price range; In addition to the above, miscellaneous fees and expenses, such as
• execution of the underwriting agreement; and auditor fees, roadshow fees or the fees of the commercial registry and
• beginning the offer period, publication of the prospectus, start of the notary public (in the event that the IPO involves a capital increase or
the price-fixing process (eg, book-building process) and beginning other changes to the articles of association of the issuer), must also be
roadshow presentations. taken into consideration.
During the period from approximately one to two trading days prior CORPORATE GOVERNANCE
to the first day of trading, the IPO workstreams generally address the
following tasks: Typical requirements
• subscription and payment of the nominal value of the equity securi- 11 What corporate governance requirements are typical or
ties to be offered (if applicable); required of issuers conducting an IPO and obtaining a stock
• registration of capital increase in the commercial register of the exchange listing in your jurisdiction?
issuer (if applicable);
• establishment of the final offer size and price and execution Prior to becoming a public company, there are no specific corporate
of the pricing agreement to the underwriting agreement and governance requirements that issuers have to satisfy ahead of their
pricing supplement to the prospectus (if applicable), along with shares being admitted to trading. Nevertheless, during the IPO plan-
any required filings with the reviewing body and SIX Exchange ning process, issuers typically evaluate the structure of their board and
Regulation (as applicable); and corporate governance strategy and consult authoritative industry stand-
• allocation of shares to investors. ards for best practices that can and should be adopted prior to becoming
a publicly listed company. The four main sources of rules on corporate
First day of trading and aftermarket phase governance that issuers should bear in mind ahead of conducting an IPO
Following the first day of trading, the IPO workstreams generally in Switzerland are as follows.
address the following tasks:
• stabilisation of the shares along with the disclosure of stabilisation Swiss Code of Obligations
measures (within five trading days); The Swiss Code of Obligations requires, inter alia, that listed companies
• settlement and payment of net proceeds (usually within two trading appoint recognised auditors and disclose significant shareholders in
days of the first trading day); and their annual report.
• exercise of the over-allotment option (within 30 calendar days
after first trading day) and disclosure of exercise of over-allotment Swiss Ordinance against Excessive Compensation in Listed
option (within five trading days after exercise). Companies (OAEC)
The popular referendum on ‘say on pay’ in Switzerland, known as the
Costs Minder Initiative, resulted in an amendment to the Swiss constitution and
10 What are the usual costs and fees for conducting an IPO? implemented rules currently codified in the OAEC that apply from the first
day Swiss issuers are listed on an exchange in Switzerland or abroad.
The costs and fees associated with IPOs in Switzerland can vary greatly Among other requirements, shareholders need to separately approve the
depending on the size and nature of the offering. The typical costs and annual fixed and variable aggregate compensation of the board of direc-
fees associated with a Swiss issuer conducting an IPO exclusively on SIX tors and the executive management at the annual general meeting. In
can generally be allocated as follows: addition, directors, including the chairman, must be elected annually and
• reviewing body fees (including deposit of the prospectus): 5,400– the board of directors must prepare a separate compensation report. An
15,000 francs (depending on the type of prospectus and any issuer’s articles of association must also include provisions for members
additional review requirements or preliminary ruling or enquiry of the board of directors and executive management regarding, among
requests, which may be charged at an hourly rate of between others, loans, retirement benefits, incentive and participations plans
100–500 francs); and the number of additional board and senior management positions
• SIX listing fees: depending on size and other factors, between such individuals are permitted to participate in outside of the issuer and
20,000 and 100,000 francs; related companies. Furthermore, certain categories of compensation are
• underwriters’ fees: depending on size, type of issuer and prohibited, including severance payments; thus, employment contracts
other factors, typically between 2 and 5 per cent of the gross of an issuer must be reviewed and brought in line with current Swiss
proceeds of the sale of the shares (reflecting various possible fee law prior to becoming a public company. Notably, these provisions apply
only to Swiss companies listed on an exchange in Switzerland or abroad. • qualified quorum for the cancellation of certain provisions of the
Foreign issuers with a registered address outside of Switzerland would articles of association, such as share transfer restrictions;
not need to comply with these requirements. • shares with enhanced voting rights;
• provisions requiring a certain percentage of voting rights
SIX Swiss Exchange Directive on Information relating to Corporate represented in the shareholders’ meeting in order to pass reso-
Governance lutions; and
The SIX Regulatory Board has issued the Directive on Information • authorised or conditional share capital with exclusion of pre-
relating to Corporate Governance (DCG), which outlines certain corpo- emptive rights that the board of directors may use in the event of
rate governance information issuers are required to publish annually a tender offer.
so that investors are able to evaluate the characteristics of securities
and the quality of issuers, including details on the issuer’s management Notably, as in the EU, Swiss law restricts the board of directors’ ability to
and control mechanisms. The categories of information that issuers are take defensive measures once a public tender offer has been announced.
required to publish include descriptions on the group structure and
shareholders, capital structure, board of directors, executive committee, Mandatory tender offers
compensation, shareholdings and loans, shareholders’ participation Pursuant to article 135 of the FMIA, anyone acquiring shares of a Swiss
rights, change of control and defence measures, the issuer’s auditors listed company, whether directly or indirectly or acting in concert with
and information policy. Notably, this directive applies to all issuers whose third parties, which, when added to the shares already held by such
equity securities have their primary or main listing on SIX once their person, exceed 33.33 per cent of the voting rights (whether exercis-
shares have been admitted to trading. The DCG follows a ‘comply or able or not) of such company, must submit a public tender offer for all
explain’ approach, permitting an issuer to deviate from the disclosure listed equity securities of the company. Mandatory tender offers may not
obligations set out therein to the extent that the annual report contains be subject to conditions except for important reasons, such as where
substantiated justifications for such deviation or non-disclosure. official authorisation is required for an acquisition, or the equity securi-
ties in question do not include any voting entitlement, or the provider
Swiss Code of Best Practice for Corporate Governance wants the specific nature of the target company’s economic substance
This publication is a best practice industry standard in Switzerland that to remain unchanged.
contains recommendations for the organisation of the board of directors, The articles of association of companies may, however, provide
including the formation of committees and the recommended composi- for a higher threshold of up to 49 per cent (opting-up) or may declare
tion of such committees, and the compensation of the board of directors. the mandatory tender offer obligations to be inapplicable at all (opting-
out). Such provisions are often put in place where there are large
New issuers shareholders who may risk accidentally triggering the threshold if
12 Are there special allowances for certain types of new issuers? their shareholdings change or if they, perhaps along with other family
member shareholders, are viewed as a group acting in concert.
Under FinSA and the Financial Services Ordinance (FinSO), there are If an opting-up or opting-out clause is included following the listing
no specific limitations or requirements in relation to newly incorporated of the company, strict transparency and majority requirements in the
issuers. Rather, according to the FinSO Annex 1 (which stipulates the shareholders meeting must be observed; thus, many issuers contem-
content requirements for equity prospectuses), specific derogations are plating an IPO consider whether such opting-up or opting-out provisions
provided for newly incorporated issuers. For example, while the last two are important aspects of their corporate strategy.
published financial reports containing the annual financial statements
for the last three full financial years, drawn up in accordance with a FOREIGN ISSUERS
recognised financial reporting standard and audited by the auditors must
be included in the prospectus, for companies that have existed commer- Special requirements
cially for a shorter length of time, the corresponding reduction in the 14 What are the main considerations for foreign issuers looking
period which the annual financial statements must cover is permitted to to list in your jurisdiction? Are there special requirements for
be included instead. In addition, for newly founded companies an audited foreign issuer IPOs?
opening balance sheet or audited balance sheet after any contribution in
kind has been made needs to be included. Regulatory overview
In addition, upon application to the SIX Regulatory Board, issuers As a basic principle, the same rules apply to the public offering and
who do not satisfy the minimum duration listing requirement (ie, three listing of securities by domestic and foreign issuers in Switzerland.
years) can apply for an exemption from this requirement pursuant to In addition, even though Switzerland is not part of the EU and cannot
the SIX Directive on Exemptions regarding Duration of Existence of benefit from EU passporting rules, pursuant to FinSA and FinSO, certain
the Issuer. prospectuses produced under foreign legislation may be approved
by a reviewing body in Switzerland if they are drafted in accordance
Anti-takeover devices with international standards established by international organisations
13 What types of anti-takeover devices are typically of securities regulators and the disclosure obligations are equivalent
implemented by IPO issuers in your jurisdiction? Are there to the requirements under FinSA (in essence the information in the
generally applicable rules relevant to takeovers that are prospectus must comply in substance with the content of the applicable
relevant? annexes pursuant to FinSO).
The reviewing body is also permitted to provide that prospectuses
Anti-takeover measures approved in certain jurisdictions are considered automatically approved
Issuers in Switzerland can include certain anti-takeover measures in in Switzerland. In such cases, the reviewing body shall publish a list
their articles of association. These measures may include: of countries whose prospectus approval is automatically recognised in
• share transfer restrictions; Switzerland. The reviewing body may also stipulate by which authority
• limitations on the voting rights per shareholder; the approval needs to be issued. Notably, the prospectuses (and any

accompanying supplement to such prospectuses) need to be in an offi- Selling foreign issues to domestic investors
cial language of Switzerland or English. As of 1 June 2020, the respective 15 Where a foreign issuer is conducting an IPO outside your
lists of the prospectus offices of SIX Exchange Regulation and BX Swiss jurisdiction but not conducting a public offering within your
include most major European countries, the United States and Australia. jurisdiction, are there exemptions available to permit sales to
Nevertheless, no later than the beginning of the public offer or admis- investors within your jurisdiction?
sion of the securities in question to trading, the prospectus must be
registered and filed with a reviewing body, published and made avail- If the offering of equity securities does not qualify as a public offering in
able on request free of charge in paper form. the sense of FinSA and no admission to trading of equity securities on a
It is also worth noting that, subject to certain conditions, Swiss law Swiss trading venue is sought (ie, a non-public offering of equity securi-
allows Swiss companies to prepare their accounts and to report in a ties in or into Switzerland that are not admitted to trading on any Swiss
foreign currency. Hence, if an EU or US-domiciled company decides to trading venue), no prospectus duty under FinSA arises. The process for
list in Switzerland it can either list the shares of the foreign entity on carrying out a private placement is, therefore, not regulated in the same
SIX or re-domicile to Switzerland by setting up a new Swiss holding way as public offerings. The drafting of the offering documentation (if
company and list the shares of the new holding company on SIX. In any) for private placements is determined by Swiss market standard in
either scenario, the issuer can continue to report in euros or US dollars. a manner designed to minimise potential civil liability issues.
In addition, depending on the regulatory standard applied for, financials In addition, FinSA includes certain exemptions from the duty to
can be prepared in accordance with either IFRS, US GAAP or Swiss GAAP publish a prospectus, inter alia, depending on the type of offer, type of
FER and securities can be traded in Swiss francs, euros and US dollars. securities as well as certain exemptions that apply in the context of the
In summary, while foreign issuers of equity securities are subject admission to trading on a trading venue in Switzerland.
to certain additional listing requirements as set out in the SIX Directive
on the Listing of Foreign Companies (and described in greater detail TAX
below), generally these additional requirements are not onerous and, in
practice, they do not pose particular issues or result in delays. Tax issues
16 Are there any unique tax issues that are relevant to IPOs in
Primary listing requirements on SIX your jurisdiction?
If a foreign issuer does not have its equity securities listed on another
exchange recognised by the SIX Regulatory Board, it may only submit The issuance of new shares by, and capital contributions to, a company
an application for a primary listing. For a primary listing, the foreign resident in Switzerland are subject to a one-off capital duty of 1 per cent,
issuer must demonstrate that it has not been refused listing in its home with issuances of up to 1 million francs being exempt. Exemptions also
country pursuant to investor protection legislations. This requirement is apply for certain restructurings.
usually satisfied by an opinion delivered from an independent law firm The transfer of Swiss equity securities is subject to securities
or a relevant extract from the rejection decision issued by the competent transfer tax at a rate of 0.15 per cent, whereas the transfer of foreign
authority in the issuer’s home country in connection with the registra- equity securities is taxed at a rate of 0.3 per cent, in each case if at least
tion process in question that clearly indicates that the company was one of the parties or intermediaries involved qualifies as a Swiss securi-
not refused listing because it failed to comply with investor protection ties dealer (as defined in the Swiss Federal Stamp Duty Act). Certain
regulations. types of transactions or parties are exempt; for example, group restruc-
In addition to the issuer declarations required under article 45 turings and Swiss and foreign funds.
of the SIX Listing Rules, the foreign issuer must recognise the Swiss
courts as having jurisdiction over claims arising out of or in connection INVESTOR CLAIMS
with the listing on SIX. The SIX Regulatory Board further reserves the
right to modify the listing procedure as appropriate if, under the foreign Fora
issuer’s home country’s company law, the time at which the equity secu- 17 In which fora can IPO investors seek redress? Is non-judicial
rities are legally created is not the same as that under Swiss law (ie, by resolution of complaints a possibility?
entry in the commercial register).
IPO investors can seek redress for their claims via the Swiss judicial
Secondary listing requirements on SIX system with prospectus liability being their main cause of action.
A foreign issuer whose equity securities are listed on another exchange
recognised by the SIX Regulatory Board may, however, choose between Class actions
a primary and a secondary listing on SIX. The same applies if a company 18 Are class actions possible in IPO-related claims?
is planning on listing simultaneously on another primary exchange and
on SIX (a ‘dual listing’). In principle, exchanges that are members of the IPO-related class action claims are not provided for under the current
Federation of European Securities Exchange and the World Federation laws of Switzerland.
of Exchanges are recognised by the SIX Regulatory Board as having
equivalent listing provisions. Claims, defendants and remedies
In connection with secondary listings, the applicable issuer 19 What are the causes of action? Whom can investors sue? And
requirements are deemed fulfilled if its equity securities are listed in what remedies may investors seek?
its home country or in a third country on an exchange recognised by
the SIX Regulatory Board. When submitting the listing application, the Under article 69 FinSA, whoever makes statements in prospectuses
applicant must, among other things, declare that the equity securities or similar communications that are inaccurate, misleading or in viola-
have an adequate free float (ie, capitalisation of the shares circulating in tion of statutory requirements, without having acted with the required
Switzerland is at least 10 million francs or if the applicant can otherwise care, is liable to the acquirer of a financial instrument for the damage
demonstrate that there is a genuine market for the equity securities thereby caused. Separately, for information contained in the summary
concerned). of a prospectus, liability is limited to matters where such information is
misleading, incorrect or inconsistent when read together with the other

parts of the prospectus. For incorrect or misleading information about
the main prospects (ie, forward-looking statements) regarding the
issuer, liability is limited to cases where such information was provided
against better knowledge or without an appropriate disclaimer about the
uncertainty regarding future developments. It should also be noted that
FinSO requires prospectuses to include information about the compa-
nies or persons that are assuming responsibility for the content of the
prospectus as well as a declaration by these companies or persons that Christina Del Vecchio
[email protected]
the information is correct to the best of their knowledge and that no
material facts or circumstances have been omitted. Philippe A Weber
In order to establish a prospectus liability claim under article 69 [email protected]
FinSA, the following conditions must be met (each of which to be proven
by the claimant): Bahnhofstrasse 53
• the prospectus was inaccurate, misleading or otherwise in viola- 8001 Zurich
tion of statutory requirements; Switzerland
• the defendant was intentionally or negligently responsible for such Tel: +41 58 800 8000
statements; Fax:+ 41 58 800 8080
• the claimant suffered damages; and www.nkf.ch
• the damages were proximately caused by such inaccurate,
misleading or legally noncompliant information.
Thus, prospectus liability claims in relation to prospectuses or similar UPDATE AND TRENDS
communications (eg, press releases and roadshows materials) may be
brought in Switzerland against whoever has been involved in producing Key developments
the prospectus or similar communications. While this potentially casts a 20 Are there any other current developments or emerging
rather large net, the legislative history around the new article 69 FinSA trends that should be noted?
suggests that that it was the legislator’s intention to limit prospectus
liability to the entity making the offering and assuming responsibility for New prospectus regime
the prospectus or similar communication (ie, the issuer or, if applicable, Switzerland’s financial market regulatory framework has undergone
the shareholder offering the offered shares). In addition, generally fundamental and comprehensive reforms over the past few years. The
under Swiss law the hurdles for a successful prospectus liability claim most important parts of the reform package in terms of Swiss capital
are very high. markets (mainly through the introduction of a new prospectus regime)
The FinSA also introduces criminal liability in the event of inten- are set out in the new Financial Services Act (FinSA) and its imple-
tional violation of the Swiss prospectus rules and regulations, including menting ordinance, the Financial Services Ordinance (FinSO), both of
where any person willfully provides false information or withholds which entered into force on 1 January 2020 (subject to the phase-in
material facts in the prospectus or fails to publish a prospectus where of certain provisions as well as transition periods). Notably, according
required under FinSA by the beginning of the public offer at the latest. to FinSO, the duty to publish an approved prospectus will only take
In connection with a prospectus liability claim, potential defendants effect as of 1 December 2020 (ie, six months after the reviewing bodies
(ie, lawyers, banks and other advisors) can often mitigate and defend were licensed by FINMA, which became effective 1 June 2020). Until 1
themselves against claims of wilful or negligent conduct by evoking December 2020, insofar as no prospectus in accordance with FinSA is
a ‘due diligence defence’. Switzerland does not have official due dili- produced, issuers may continue to comply with the previous regime.
gence guidelines and, thus, the essence of this defence will be based While we believe that the new prospectus regime will positively
on standard market practice and the adherence to these established impact Swiss IPOs in the long-run, it remains to be seen how the
due diligence undertakings, which demonstrate that they acted with prospectus approval process under FinSA and application process to
due care and diligence in the preparation of the prospectus or similar the trading venue will work in practice.
communications. Recognised due diligence undertakings include,
inter alia, comprehensive documentary due diligence, meetings with Equivalency of Swiss stock exchanges
management, review of the issuer’s business plan, review of finan- On 30 June 2019, the recognition by the European Commission of Swiss
cial statements and meetings with the issuer’s accounting personnel stock exchanges under MiFIR article 23 expired. In essence, without
and auditors, interviews with third parties (such as customers and such equivalence, EU investment firms (subject to limited exemptions)
suppliers), site visits, directors’ and officers’ questionnaires, negotiation are no longer permitted to trade applicable equity securities of Swiss
of representations and warranties in the underwriting agreement, legal companies on Swiss stock exchanges and trading venues.
opinions and disclosure letters from legal counsel, comfort letters from However, the Swiss government has implemented certain protec-
auditors, officers’ certificates and bring-down diligence calls. tive measures intended to remove potential legal barriers under MiFIR
In addition to initiating a prospectus liability claims under FinSA, a article 23 for EU investment firms to trading Swiss equity securities on
plaintiff may also try to invoke general remedies under Swiss contract Swiss stock exchanges and trading venues (where liquidity for Swiss
or tort law. Furthermore, a person liable for a false or misleading equity securities is typically greatest). In short, these protective meas-
prospectus may also become subject to criminal prosecution under the ures introduced a recognition obligation for foreign trading venues that
Swiss Criminal Code (eg, in the case of fraud (article 146) or forgery of admit equity securities of certain Swiss companies to trading or facilitate
documents (article 251)). such trading. While the measures adopted by the Swiss government will
likely serve to protect the Swiss stock exchange infrastructure in the
short-term, they remain in effect only until 31 December 2021. Thus,

the long-term impact for Swiss issuers and Swiss capital markets, as
well whether a solution can be reached with the EU Commission on this
topic, remain open.
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© Law Business Research 2020

Senior business development manager

Reproduced with permission from Law Business Research Ltd

Global overview 3 Japan43

2 Initial Public Offerings 2021

MARKET OVERVIEW • international luxury goods companies such as Richemont

70 Initial Public Offerings 2021

72 Initial Public Offerings 2021

International Reporting Swiss Reporting Standard for Standard for Real

Ad hoc publicity Yes Yes Yes Yes Yes

Corporate governance Yes Yes Yes Yes Yes

Management transactions Yes Yes Yes Yes Yes

List of insiders Yes No No No No

74 Initial Public Offerings 2021

76 Initial Public Offerings 2021

78 Initial Public Offerings 2021

misleading, incorrect or inconsistent when read together with the other

80 Initial Public Offerings 2021

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