SIX Enables SPAC Listings as of December 6, 2021
SIX Swiss Exchange (SIX) has adopted regulations enabling the listing of Special Purpose Acquisition Companies (SPACs). Starting December 6, 2021, SPACs can also be listed on SIX.
On November 17, 2021, SIX published the legal basis for a new regulatory standard for SPACs.
The revised Listing Rules and a new Directive on SPACs define SPACs as companies whose sole purpose is to directly or indirectly acquire an operating company within a maximum of three years after the first day of trading (so-called De-SPAC). The new rules incorporate other typical features of SPACs, such as the deposit of IPO proceeds in an earmarked escrow account, investor consent to a De-SPAC, investors’ redemption right (especially if they do not consent to the De-SPAC), and investors’ liquidation preference.
In preparing the IPO prospectus, SPACs must comply with additional disclosure requirements. Later, in case of a De-SPAC, SPACs have to publish an information document that provides information about the target and the De-SPAC transaction. This document must also include an independent fairness opinion on the valuation of the target company. Furthermore, SPACs are required to publish quarterly financial statements in the two fiscal years following the De-SPAC if the target company does not have financial statements covering three fiscal years in accordance with a recognized accounting standard. Finally, any management transactions must be disclosed.
When the new rules take effect on December 6, 2021, there is nothing to prevent the launch of a SPAC in Switzerland.
This Bulletin expresses general views of the authors as of the date of this Bulletin, without considering any particular fact pattern or circumstances. It does not constitute legal advice. Any liability for the accuracy, correctness, completeness or fairness of the contents of this Bulletin is explicitly excluded.