IPO

The main listing requirements for equity securities of operating companies include:

• A track record of at least 3 years
• Audited annual financial statements according to IFRS, US GAAP or Swiss GAAP FER for the three full financial years preceding the listing application
• A consolidated equity capital of > CHF 2.5 million (or equivalent)
• A free float of > 20%
• A free float market capitalization of > CHF 25 million (or equivalent)
• For more and detailed information about the listing requirements, please see the Listing Rules.

In substance, the requirements are the same. However, the Directive for the Listing of Foreign Companies stipulates a few specific aspects which are applicable to foreign companies, e.g. the issuer must provide proof that it has not been refused listing in its home country. Further, we would like to highlight that the auditors that provide auditing services for companies listed on a Swiss Stock Exchange require a special admission and are supervised by the Federal Audit Oversight Authority. This is established by law. By appointing auditors, the issuer needs to fulfil the requirements set out in Arts. 7 and 8 of the Federal Act on the Admission and Oversight of Auditors (AOA) (see also Art. 13 of the Listing Rules).

In addition to what is stipulated in law and regulations, SIX has a Directive that obliges issuers to make certain key information relating to Corporate Governance available to investors in an appropriate form. Further, the Swiss Code of Best Practice for Corporate Governance makes, among others, non-binding recommendations and it is considered as a “guideline” that provides companies with recommendations on designing their corporate governance and information that go beyond what is stipulated by law. Last but not least, the Swiss Ordinance against Excessive Compensation for listed Swiss incorporated companies (or “Say-on-Pay”) is an important objective with the aim to empower shareholders as principals vis-à-vis executive management.

A listing application (and all other listing relevant documents) must be submitted by a Recognized Representative. For the initial listing of equity securities, the Recognized Representative must have an authorization as a bank or a securities firm. The Regulatory Board of SIX Exchange Regulation makes the final admission decision, after which the company can go public. This normally happens no later than 20 business days after the listing application and all relevant documents have been filed . However, an IPO project typically starts much earlier than with the filing of the listing application with the regulator. At least, a timeframe of 3-4 months needs to be considered from “kick-off” to “first trading day” in case of a fast-track IPO.

The requirements applying to the listing prospectus originate from the Listing Rules and the Schemes and Directives issued by SIX Exchange Regulation. An offering and listing prospectus typically contains the following sections:

• Summary (offer, business activities, financial performance indicators)
• Risk factors (description of risks applying to the issuer and its sector as well as the shares)
• Offer (details of the offer, the shares being offered, the listing and processing)
• The volume and use of the proceeds from the issue
• Dividends and dividend policy
• Business activities (description of the business including strategy and strengths)
• Information regarding the issuer (details of the company and group, the company’s management bodies, shareholders and articles of association)
• Information on the capital structure and the shares (capital and voting rights)
• Responsibility for the prospectus
• Financial arrangements, and potentially capitalization and MD&A (Management Discussion and Analysis)

As part of the New Swiss Prospectus Regime which was put into force as per 1 January 2020 (with an applicable phase-in period) and in case of an IPO, the approved listing prospectus must be published at least six business days prior to the end of the subscription period. Issuers will be required to prepare a summary section and a section on forward-looking statements. The new regime officially recognizes for listing prospectuses the incorporation by reference to financial statements, including interim financial statements, etc.

All documents may be written in English, German, French or Italian.

Yes. The same listing requirements and the same listing process apply to all listing types. Companies that choose the route of a direct (or technical) listing do also have the exactly same ongoing obligations to maintain the listing.

The total costs of an IPO are in the low, one-digit percent number in relation to the transaction size (on average approximatively in the range of 2-5%). The largest cost elements are the underwriting/placement fees charged by the investment banks. After that, legal and accounting fees have the biggest impact. As far as the SIX listing fees, SIX charges as a way of example CHF 19’000 of listing and admission fees for an IPO with a market capitalization of CHF 100 million.

In order to ensure transparency and equal treatment, specific information must be published and submitted. Such obligations include:

• Financial reporting obligations: There are obligations in respect to the annual and semi-annual reporting (no requirement for quarterly reporting). There is no obligation to have interim financial statements audited or reviewed. For more information, see the respective Directive.
• Regular reporting obligations: There are regular reporting obligations in connection with maintaining a listing and how these obligations are to be fulfilled. For more information, see the respective Directive.
• Corporate governance: Issuers are obliged to make certain key information relating to Corporate Governance available to investors in an appropriate form. For more information, see the respective Directive.
• Ad hoc publicity: Issuers have an obligation to disclose potentially price-sensitive facts. The purpose of ad hoc publicity is to ensure that issuers provide the public with true, clear and complete information on significant events arising in the course of their business activities. For more information, see the respective Directive.
• Disclosure/reporting of material shareholdings: There is a duty to disclose shareholdings if thresholds of 3, 5, 10, 15, 20, 25, 33 1/3, 50 or 66 2/3% are exceeded or fallen below. For more information, see Art. 120 of the Financial Market Infrastructure Act (FMIA).
• Disclosure/reporting of management transactions: Members of the Board of Directors and the Executive Committee (or related parties) have a duty to notify transactions. For more information, see the respective Directive.
   

SIX charges an annual flat fee of CHF 6’000 plus a variable fee of CHF 10 per each million of market capitalization, but not more than CHF 50’000.

The Swiss takeover rules apply to Swiss and foreign companies whose equity securities have a primary listing on a Swiss Stock Exchange. Securities that are traded over-the-counter (OTC), debt instruments such as bonds (unless combined with options or convertible rights) or a merger through the exchange of equity securities do not fall within the scope of the Swiss takeover rules. In addition, the Swiss takeover rules stipulate that if a person (or a group of persons acting in concert) exceeds the threshold of 33 ¹/₃ %* of the voting rights in a company, that person must make a public tender offer for all shares of that company. The offeror is further required to treat all shareholders of the target company equally. For more information about the scope of the Swiss Takeover Rules, please see our publication Securing Fair and Transparent Protection Offered by the Swiss Takeover Rules Through Being Listed on SIX.

^{*The Swiss takeover rules allow companies to opt-up (e.g. to a threshold of 49 %) or to opt-out entirely from the mandatory offer regime by providing so in their articles of association.}