Rules SIX Swiss Exchange-Sponsored Segment RULES FOR THE ADMISSION OF EQUITY SECURITIES TO TRADING IN THE SIX SWISS EXCHANGE-SPONSORED SEGMENT

Transcription

1 Rules SIX Swiss Exchange-Sponsored Segment RULES FOR THE ADMISSION OF EQUITY SECURITIES TO TRADING IN THE SIX SWISS EXCHANGE-SPONSORED SEGMENT

2 Admission of Securities SIX Exchange Regulation 0/4

3 Table of contents Rules SIX Swiss Exchange-Sponsored Segment Table of contents I. GENERAL PROVISIONS... Art. Object... Art. Scope of applicability... Art. 3 Definitions... Art. 4 Role of the Regulatory Board... Art. 5 Exceptions... II. ADMISSION TO TRADING... Art. 6 Principle... Art. 7 Conditions for admission to trading... 3 Art. 8 Application... 3 Art. 9 Statement by the sponsoring securities dealer... 3 Art. 0 Reasons for rejection... 4 III. DISCLOSURE OBLIGATIONS IN CONNECTION WITH ADMISSION TO TRADING AND WITH MAINTAINING ADMISSION... 4 Art. Documentation for admission to trading... 4 Art. Content of the obligations for maintaining admission to trading... 4 Art. 3 Form of publication... 5 Art. 4 Responsibilities of the sponsoring securities dealer... 5 Art. 5 Publication of information by SIX Swiss Exchange... 6 IV. CANCELLATION OF ADMISSION TO TRADING... 6 Art. 6 Application for cancellation... 6 Art. 7 Cancellation without application... 6 Art. 8 Cancellation decision... 6 V. FEES... 7 Art. 9 Fees... 7 VI. DISCIPLINARY MEASURES... 7 Art. 0 Disciplinary measures... 7 SIX Exchange Regulation 0/4 I

4 Admission of Securities VII. LEGAL REDRESS... 7 Art. Court of Arbitration and place of jurisdiction... 7 VIII. OTHER PROVISIONS... 7 ANNEX Art. Correctness and completeness of information... 7 Art. 3 Disclaimer... 7 Art. 4 Final provision... 8 Art. 5 Revision... 8 A d d r e s s e s a n d c o n t a c t s... II SIX Exchange Regulation 0/4

5 Rules SIX Swiss Exchange-Sponsored Segment Rules for the Admission of Equity Securities to Trading in the SIX Swiss Exchange-Sponsored Segment (Rules SIX Swiss Exchange-Sponsored Segment, RSS) Dated 4 April 03 I. GENERAL PROVISIONS Art. Object Art. Scope of applicability These Rules govern the admission, maintenance and cancellation of admission to trading of the equity securities of Swiss and foreign issuers that have their primary listing on a stock exchange recognised by the Regulatory Board. Equity securities admitted under these Rules to trading in the SIX Swiss Exchange-Sponsored Segment are not listed on SIX Swiss Exchange Ltd ("SIX Swiss Exchange"). Admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment is governed definitively by these Rules. The Listing Rules and their implementing provisions do not apply. The trading rules of SIX Swiss Exchange (specifically the Rule Book and the corresponding Directives) apply in respect of the technical conditions for admission to trading in the SIX Swiss Exchange-Sponsored Segment. 3 The Regulatory Board may issue Directives and Circulars on the basis of these Rules. See also: - Rule Book of SIX Swiss Exchange - SIX Swiss Exchange Directive 3: Trading (Annex E) Art. 3 Definitions For the purpose of these Rules, equity securities are equity securities of Swiss and foreign issuers that have a primary listing on a stock exchange recognised by the Regulatory Board. SIX Exchange Regulation 0/4

6 Admission of Securities For the purpose of these Rules, the equity securities of Swiss and foreign issuers that have a primary or secondary listing on SIX Swiss Exchange are deemed not to be equity securities. Collective investment schemes (e.g. exchange-traded funds [ETFs] or exchange-traded structured funds [ETSF], other investment funds and real-estate funds) are similarly deemed not to be equity securities. 3 SIX Swiss Exchange participants that apply for the admission of an equity security to trading and fulfil the duties set out in these Rules are deemed to be sponsoring securities dealers within the meaning of these Rules. Should multiple sponsoring securities dealers sponsor the admission to trading of the same equity securities, each sponsoring securities dealer must fulfil the duties set out in these Rules. Art. 4 Role of the Regulatory Board Based on Art. 8 of the Federal Act on Stock Exchanges and Securities Trading (SESTA), the Regulatory Board shall decide on the admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment and shall supervise compliance with the requirements of these Rules during the process of admission to trading. The admission decision is made by the Regulatory Board without consulting the issuer. The issuer has no right to appeal. See also: - Federal Act of 4 March 995 on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) (in German) - Federal Act of 4 March 995 on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) (unofficial translation) Art. 5 Exceptions In certain substantiated cases, the Regulatory Board may depart from the provisions of these Rules, provided that this does not impair the interests of the general public, SIX Swiss Exchange or market participants. II. ADMISSION TO TRADING Art. 6 Principle Only equity securities fulfilling the conditions set forth in this section may be admitted to trading in the SIX Swiss Exchange-Sponsored Segment. There is no entitlement to admission to trading, however. SIX Exchange Regulation 0/4

7 Rules SIX Swiss Exchange-Sponsored Segment Art. 7 Conditions for admission to trading The admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment is subject to compliance with all of the following conditions:. the equity securities already have their primary listing on a stock exchange recognised by the Regulatory Board. Recognised stock exchanges are stock exchanges that are members of the Federation of European Securities Exchanges (FESE) or the World Federation of Exchanges (WFE);. the settlement of exchange transactions in the equity securities must be possible via a settlement system recognised by SIX Swiss Exchange; 3. the equity securities must have Swiss security numbers; 4. the trading currency must be either Swiss francs (CHF) or US dollars (USD). See also: - Homepage of the Federation of European Securities Exchanges - Homepage of the World Federation of Exchanges - List of Recognised Settlement Organisations and Central Securities Depositories Art. 8 Application An application for the admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment may only be submitted by a sponsoring securities dealer. The complete application must be submitted to SIX Exchange Regulation in writing, in German, French, Italian or English, no later than three exchange days prior to the intended first trading day. Use of the designated form is mandatory. The designated form constitutes an integral part of these Rules. See also: - Form for the admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment Art. 9 Statement by the sponsoring securities dealer As a part of the application for the admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment, the sponsoring securities dealer must provide a declaration stating that:. its responsible bodies are in agreement with the admission to trading;. it will comply with the disclosure obligations pursuant to Chapter III of these Rules, has taken note of the disciplinary measures pursuant to Chapter VI of these Rules, and submits SIX Exchange Regulation 0/4 3

8 Admission of Securities to the procedures and decisions of the appeals body described in Chapter VII of these Rules; 3. it will pay the fees for admission to trading; 4. as market maker, it will guarantee the functions set out in the appropriate SIX Swiss Exchange Directive from the first day of trading. See also: - SIX Swiss Exchange Directive 3: Trading (Annex E) Art. 0 Reasons for rejection An application for the admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment may be rejected if, in particular, the Regulatory Board considers that:. the conditions for orderly trading are not fulfilled;. admission to trading would conflict with investor protection considerations; or 3. admission to trading might significantly impair general interests. III. DISCLOSURE OBLIGATIONS IN CONNECTION WITH ADMISSION TO TRADING AND WITH MAINTAINING ADMISSION Art. Documentation for admission to trading The sponsoring securities dealer is required to send SIX Swiss Exchange an official notice concerning admission to trading. This notice must be sent electronically (sponsoredsegment@sixgroup.com) as early as possible, but no later than three exchange days prior to the first trading day. In connection with the admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment, the sponsoring securities dealer is not required to submit a prospectus to SIX Swiss Exchange for review and approval. Art. Content of the obligations for maintaining admission to trading The sponsoring securities dealer is required to inform SIX Swiss Exchange without delay and continuously of important facts and information relating to price determination and clearing and settlement for the equity security admitted to trading, as well as important facts and information regarding the issuer of this equity security. The following information falls under the disclosure obligations:. change of issuer s name;. change of issuer s head office; 4 SIX Exchange Regulation 0/4

9 Rules SIX Swiss Exchange-Sponsored Segment 3. change of issuer s industrial sector; 4. change of Swiss security number; 5. change of ISIN; 6. change of ticker symbol; 7. change of currency (trading currency or currency of the basic security); 8. dividend payments/ex-trading date; 9. rights/ex-trading date; 0. share (reverse) splits/date and ratio;. capital reduction or increase/date and extent;. conversion into another or an additional share category/date and extent; 3. corporate merger or spin-off (demerger); 4. suspension of trading at the place of primary listing or suspension of primary listing; 5. cancellation of primary listing. Art. 3 Form of publication The sponsoring securities dealer is required to send to SIX Swiss Exchange the information required in Art., in German, French, Italian or English, and by means of an official notice submitted electronically (sponsoredsegment@six-group.com) as early as possible but no later than three exchange days prior to the expected day of the event. An exception applies in cases of suspension of trading or suspension of listing on the primary exchange. In such cases, the information must be provided by phone immediately upon receiving it and subsequently in writing or electronically (in accordance with Art. 3 para. ). 3 Each report must indicate the issuer, the equity securities affected and the name of the person delivering the report, as well as this person s telephone and fax numbers and address in case additional information is required. It must also be clearly emphasised what situation subject to reporting obligations has occurred. Art. 4 Responsibilities of the sponsoring securities dealer The sponsoring securities dealer is responsible for properly forwarding the information required under these Rules to SIX Swiss Exchange, provided such information is available on the primary stock exchange. In particular, the sponsoring securities dealer is responsible for any direct loss arising from the fact that the sponsoring securities dealer carelessly failed to submit information, submitted it too late or did not forward it properly. SIX Exchange Regulation 0/4 5

10 Admission of Securities Art. 5 Publication of information by SIX Swiss Exchange SIX Swiss Exchange may process and publish on the internet and via other appropriate media the information provided by the sponsoring securities dealer under the disclosure obligations laid down in the present Chapter III. IV. CANCELLATION OF ADMISSION TO TRADING Art. 6 Application for cancellation In principle, the sponsoring securities dealer itself decides on the cancellation of admission to trading in the SIX Swiss Exchange- Sponsored Segment. It must apply for cancellation and submit the application to the Regulatory Board at least 30 exchange days prior to the intended date of cancellation of listing. 3 As a rule, the cancellation of admission to trading in the SIX Swiss Exchange-Sponsored Segment may be applied for no earlier than one year after the equity securities concerned start trading in the SIX Swiss Exchange-Sponsored Segment. Special circumstances in which early cancellation is justified remain reserved. Art. 7 Cancellation without application The Regulatory Board may also cancel admission to trading in the SIX Swiss Exchange-Sponsored Segment without receiving an application from the sponsoring securities dealer. This is the case especially in any of the following circumstances:. insufficient trading turnover;. conditions for admission to trading no longer fulfilled; 3. violation of the duty to operate as a market maker; 4. violation by the sponsoring securities dealer of the disclosure obligations for maintenance of admission to trading. Art. 8 Cancellation decision The Regulatory Board decides on cancellations at its own discretion. It may decide on the point in time of the announcement as well as on the last trading day. In making its decision, it weighs the interests of investors, orderly trading and the applicant against one another. 3 Cancellation of admission to trading will usually be announced by SIX Swiss Exchange no later than 0 exchange days prior to the cancellation of trading by means of an official notice from the sponsoring securities dealer. 6 SIX Exchange Regulation 0/4

11 Rules SIX Swiss Exchange-Sponsored Segment V. FEES Art. 9 Fees SIX Swiss Exchange charges an admission fee of CHF,000 per security for each launch and sponsoring securities dealer to cover the costs of reviewing the application for the admission of an equity security to trading in the SIX Swiss Exchange-Sponsored Segment. No maintenance fees apply. VI. DISCIPLINARY MEASURES Art. 0 Disciplinary measures Disciplinary measures against sponsoring securities dealers are carried out in accordance with the relevant provisions of the Rule Book and its implementing provisions. See also: - Rule Book of SIX Swiss Exchange VII. LEGAL REDRESS Art. Court of Arbitration and place of jurisdiction The provisions of the Rule Book regarding the Board of Arbitration and the place of jurisdiction apply accordingly. See also: - Rule Book of SIX Swiss Exchange VIII. OTHER PROVISIONS Art. Correctness and completeness of information Art. 3 Disclaimer SIX Swiss Exchange assumes no liability for the correctness or completeness of the information submitted by the sponsoring securities dealer and published by SIX Swiss Exchange. Notwithstanding gross negligence or intent, SIX Swiss Exchange is not liable for loss incurred by third parties owing to the admission to trading, trading or cancellation of admission to trading of equity securities in the SIX Swiss Exchange-Sponsored Segment. SIX Swiss Exchange assumes no liability for any loss arising from the violation of the disclosure obligations of the sponsoring securities dealer. SIX Exchange Regulation 0/4 7

12 Admission of Securities Art. 4 Final provision Art. 5 Revision These Rules were approved by the Federal Financial Market Supervisory Authority on 3 April 009 and enter into force on July 009. They replace the Rules for the Admission of Equity Securities to Trading in the SWX Swiss Exchange-Sponsored Segment dated 3 May 005. The revision of Arts., 0 and that was decreed by the Regulatory Board in its resolution of April 00 and approved by the Swiss Financial Market Supervisory Authority on 6 April 00 enters into force on May 00. The revision of Art. that was decreed by the Regulatory Board in its resolution of 4 April 03 enters into force on March SIX Exchange Regulation 0/4

13 Annex Rules SIX Swiss Exchange-Sponsored Segment ANNEX Addresses and contacts Disclosure obligations in connection with admission to trading and the cancellation thereof Applications for the admission of equity securities to trading in the SIX Swiss Exchange- Sponsored Segment by means of the designated form, as well as declarations by the sponsoring securities dealer and applications for the cancellation of admission to trading, must be submitted to: SIX Swiss Exchange Ltd SIX Exchange Regulation - KTR P.O. Box Zurich Fax +4(0) Contact persons Marc Enseleit Tel. +4(0) Matthias Berger Tel. +4(0) Disclosure obligations in connection with maintaining admission to trading Information relating to maintaining the admission of equity securities to trading in the SIX Swiss Exchange-Sponsored Segment must be submitted to: SIX Swiss Exchange Ltd SIX Exchange Regulation - MAP P.O. Box Zurich Fax +4 (0) sponsoredsegment@sixgroup.com sponsoredsegment@sixgroup.com Tel.: Tel. +4(0) Tel. +4(0) Tel. +4(0) SIX Exchange Regulation 0/4

14 Admission of Securities SIX Exchange Regulation 0/4