<h4>Key Changes</h4>
Abolition of «per se» price-sensitive facts
Subject to certain exceptions, the rules on ad hoc publicity of SIX Exchange Regulation (SER) require that issuers disclose price-sensitive facts (also known as material non-public information) that have arisen in their sphere of activity. Disclosure must take place without delay through specific information channels.
In its practice, SER assumed – without a regulatory basis – that certain facts were price-sensitive as such («per se»), i.e., that they always qualified as price-sensitive, irrespective of the circumstances of the individual case. The new rules now clarify that there are no such «per se» price-sensitive facts, with one exception: annual and interim financial reports must always be published by way of an ad hoc announcement. In all other cases, the issuer must decide on a case-by-case basis whether or not a fact is price-sensitive.
This rule change formally puts an end to the previous practice that all changes on the board of directors and top-level management are «per se» price-sensitive. In the future, the issuer must analyze the price-relevance of the specific change, as is the case for any other corporate event. This welcome clarification will simplify key personnel decisions and changes as well as negotiations with new executive committee members.
Labelling as «ad hoc announcement»
As from July 1, 2021, announcements that include price-sensitive facts must be explicitly labeled as «ad hoc announcement pursuant to article 53 LR» (so-called flagging). This requirement already applies in other European jurisdictions.
Announcements primarily for marketing purposes must not be published as ad hoc announcements. SER announced that misuse of flagging may be sanctioned.
Duty to establish internal rules governing the process for postponing disclosure
An issuer can postpone disclosure of certain price-sensitive facts (such as a planned M&amp;A transaction) if, among other things, it can ensure that the fact remains confidential. Under the new rules, issuers have to establish adequate and transparent internal rules or processes to this effect. In particular, the issuer must take organizational measures to ensure that confidential facts are disclosed only on a need to know basis.
In essence, issuers will need to adopt internal regulations with clearly defined processes and responsibilities. These regulations will require, for example, that insider lists be kept, confidentiality undertakings be obtained or information barriers and other technical safety measures be implemented. Similar obligations for issuers already exist under applicable insider trading laws. While this does not imply a major change in practice, it will nonetheless be important properly to document the internal rules and processes.
Separate index with the ad hoc announcements of the last 3 years on the issuer&#8217;s website
Going forward, ad hoc announcements must be posted in a separate directory on the issuer&#8217;s website, in chronological order and indicating the date of publication. Also, ad hoc announcements must be available for at least 3 years (previously 2 years).
Filing of ad hoc announcements exclusively via Connexor Reporting
As from October 1, 2021, issuers of primary listed equity securities must submit their ad hoc announcements to SER exclusively on the electronic reporting platform «Connexor Reporting».
Disclosure of general blackout periods in the corporate governance report
As a new rule, information on general blackout periods must be provided in the issuer&#8217;s corporate governance report, which forms part of the annual report. The revised SIX directive on information relating to corporate governance requires the disclosure of deadlines, addressees, scope and any exceptions to the general blackout periods, among other things. Special blackout periods, e.g., when ad hoc disclosure is postponed, do not need to be published.
<h4>Further changes</h4>
Revised definition of price sensitivity
The new definition reads as «facts whose disclosure is capable of triggering a significant change in market prices» (previously: «facts which are capable of triggering a significant change in market prices»). This welcome amendment aligns the definition of price sensitivity under the rules on ad hoc publicity with Swiss insider trading laws. It does, however, not entail a substantive change. Similarly, the deleted term «potentially» [price-sensitive] in the title is a purely editorial adjustment.
Issuer&#8217;s ex-ante assessment of price sensitivity as a discretionary decision
As previously, a price change is deemed significant if it is considerably greater than the usual fluctuations in the issuer&#8217;s share price. Under current practice, the issuer must assess ex ante whether or not a fact is price-sensitive in the specific case. This is now codified in the SIX rules. As today, there will be no fix percentage or numerical thresholds that indicate the existence of a price-sensitive fact.
The new rules further provide that the issuer makes its decision using its discretion, taking into account the company&#8217;s internal governance regulations. In our view, this gives issuers a decision-making latitude similar to the business judgment rule in corporate actions: if the decision-making process has been properly conducted and took place on an informed basis, SER should exercise restraint when reviewing the issuer&#8217;s decision. The company&#8217;s internal governance regulations can be observed, even if this means that the decision-making process requires some time, as long as the disclosure obligation is fulfilled in a «timely» manner.
Reference to the «reasonable» investor 
In connection with the assessment of price sensitivity, the new rules refer to the investment decision by a reasonable investor (previously: average investor). The term implies a rationally acting person with knowledge of the financial market, but not a professional investor. Again, this welcome amendment serves to align the rules on ad hoc publicity with Swiss insider trading laws and international standards.
<h4>Circular No. 1 of the Issuers Committee</h4>
The <a href="https://www.ser-ag.com/content/dam/serag/downloads/regulation/listing/circulars/IC-CIR1-en.pdf" target="_blank" rel="noopener">new circular no. 1 of the Issuers Committee dated March 10, 2021</a> contains helpful guidance for the interpretation of the amended rules. <a href="https://www.ser-ag.com/dam/downloads/publication/commentaries/2011-11-01-commentary-dah-en.pdf" target="_blank" rel="noopener">SER&#8217;s commentary on the ad hoc-publicity directive dated November 1, 2011</a> has not yet been updated.
The revised regulations can be downloaded at: <a href="https://www.ser-ag.com/content/dam/serag/downloads/regulation/listing/listing-rules/LR-REV-en.pdf" target="_blank" rel="noopener">Listing Rules</a>; <a href="https://www.ser-ag.com/content/dam/serag/downloads/regulation/listing/directives/DAH-REV-en.pdf" target="_blank" rel="noopener">Directive Ad hoc Publicity</a>; <a href="https://www.ser-ag.com/content/dam/serag/downloads/regulation/listing/directives/DCG-REV-en.pdf" target="_blank" rel="noopener">Directive Corporate Governance</a>.
<h4>Homburger Webinar</h4>
On June 9, 2021, we hosted a webinar on the new ad hoc publicity rules. You can download the slides <a href="https://cms.homburger.ch/wp-content/uploads/2021/06/Webinar_Revised-Ad-Hoc-Rules.pdf" target="_blank" rel="noopener">here</a> and watch the webcast here:

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Revised SIX rules on ad hoc publicity

Corporate / M&A

Regulatory

Financial Market Regulation

Competition

Homburger News

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On May 4, 2023, GAM Holding AG (GAM) announced that it had entered into an agreement with Liontrust Asset Management plc (Liontrust) relating to the launch by Liontrust of a public exchange offer for all publicly held shares in GAM. As further set out in the pre-announcement by Liontrust dated May 4, 2023, Liontrust expects to launch the exchange offer on or about June 9, 2023 and to offer approximately 0.0589 Liontrust shares per GAM share, corresponding to an aggregate approximately 9.4 m Liontrust shares in exchange for all GAM shares. The offer is subject to the approval by Liontrust shareholders expected for July 7, 2023, on occasion of a Liontrust shareholders&#8217; meeting and, once launched, will be subject to a minimum acceptance ratio of 66⅔%. Completion is subject to customary regulatory approvals.
Following a strategic review of GAM on which Homburger AG advised on all aspects of Swiss law, Homburger AG advises GAM on the transaction. The Homburger team is led by Claude Lambert (Corporate / M&amp;A) and includes Lorenzo Togni (Corporate / M&amp;A), Stefan Kramer (Regulatory and Financial Market Regulation) and Richard Stäuber (Competition) as well as Micha Fankhauser, Stefan Luginbühl, Anna Peter, Margrit Marti, Olivier Bühlmann, Simone Schmid, Timo Hasler, Patrick Schmidt, Isabelle Cordey and Florian Gasche (all Corporate / M&amp;A), Alexander Wherlock and Sarah Fasel (both Regulatory and Financial Market Regulation).

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

Tiedemann Group

On January 3, 2023, Tiedemann Group, Alvarium Investments Limited and special purpose acquisition company Cartesian Growth Corporation (NASDAQ: GLBL) announced that they have completed their previously announced business combination. The combined company now operates as Alvarium Tiedemann Holdings, Inc. (NASDAQ: ALTI).
AlTi is a leading independent global wealth and asset manager providing entrepreneurs, multi-generational families, institutions, and emerging next-generation leaders with fiduciary capabilities as well as alternative investment strategies and advisory services. The firm currently manages or advises on approximately USD 60 bn in combined assets and has an expansive network with over 400 professionals across four continents.
Homburger advised Tiedemann Group and its Switzerland-based international operations, Tiedemann Constantia, on all Swiss legal and tax aspects of the transaction. The Homburger team comprised Andreas Müller, Anna Peter and Oriana Schöni (all Corporate / M&amp;A) and Reto Heuberger, Philippe Gobet and Philippe Weber (all Tax).

Homburger advised Tiedemann Group on its Business Combination with Alvarium Investments and Cartesian Growth Corporation

Capital Markets

MCH Group

On October 11, 2022, MCH Group AG, a leading international live marketing company, announced the result of its at-market rights offering. MCH Group will raise gross proceeds totaling CHF 76.9 m.
MCH Group&#8217;s anchor shareholders, Lupa Systems and the Canton of Basel-Stadt, have backstopped the rights offering in the aggregate amount of CHF 68 m. Upon completion of the capital increase, their shareholdings will increase to 38.52% and 37.52%, respectively.
Homburger acts as counsel to MCH Group in this transaction. The Homburger team is led by partners Daniel Daeniker and Daniel Häusermann (both Corporate / M&amp;A, Capital Markets), and includes partner Stefan Oesterhelt (Tax), lead associate Stefan Blunschi, associates Anna Peter and Jasmin Künzle (all Corporate / M&amp;A, Capital Markets), associate Raphaël Fellay (Tax), as well as junior associates Thomas Leu and Michele Fazari (both Corporate / M&amp;A, Capital Markets).

Anna
Peter

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

Homburger advised Tiedemann Group on its Business Combination with Alvarium Investments and Cartesian Growth Corporation

Homburger advises MCH Group AG on its rights offering

Revised SIX rules on ad hoc publicity

Highlights of the AGM season 2022

Revidierte Regularien zur Ad hoc-Publizität

Corporate M&A 2020: Switzerland

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Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

Homburger advised Tiedemann Group on its Business Combination with Alvarium Investments and Cartesian Growth Corporation

Homburger advises MCH Group AG on its rights offering

Revised SIX rules on ad hoc publicity

Highlights of the AGM season 2022

Revidierte Regularien zur Ad hoc-Publizität

Corporate M&A 2020: Switzerland

Join the Team

Anna Peter

Career

Languages

Bar Registration

Teams

Anna
Peter