Subsequent to the revision of the Stock Exchange Act, an adjustment has been made to the FINMA Stock Exchange Ordinance. The obligation to notify now also applies to companies domiciled abroad whose equity securities are, in whole or in part, mainly listed in Switzerland. The Swiss Financial Market Supervisory Authority FINMA has therefore amended Article 11 para. 2 of the FINMA Stock Exchange Ordinance. All the revised legislation, i.e. the Stock Exchange Act, the Stock Exchange Ordinance and the FINMA Stock Exchange Ordinance, comes into force on 1 May 2013.
Article 11 para. 2 of the FINMA Stock Exchange Ordinance (SESTO-FINMA) governs when a company is obliged to comply with the disclosure obligation with regard to capital changes and restructuring. While the corresponding publication in the Swiss Official Gazette of Commerce (SOGC) suffices for companies domiciled in Switzerland, this particular aspect does not exist for foreign companies mainly listed in Switzerland. Subsequently, Article 11 para. 2 of SESTO-FINMA has been amended. The new provision now also defines when companies domiciled outside Switzerland must comply with the disclosure obligation.
This adjustment thus establishes a link between SESTO-FINMA and Article 53b para. 3 of the Stock Exchange Ordinance (SESTO). This article sets out that foreign companies mainly listed in Switzerland must disclose the total number of equity securities issued and the corresponding voting rights. Moreover, the SIX Swiss Exchange Disclosure Office Notice I/13 of 30 April 2013 defines the disclosure requirements and procedures to be followed.