New Reporting Channel for Disclosure Notifications Regarding Companies With Shares Listed in Switzerland

Within the framework of further digitalisation, SIX Exchange Regulation (SER) launched its new platform “OLSdigital” on 4 March 2024 with the aim of digitalising and simplifying the submission of disclosure notifications. As outlined below, this digitalisation step is much welcomed, but whether the previously error-prone notification practice will actually be simplified by this platform will only become apparent over time and as the platform is further developed.

Investors who acquire or dispose of equity securities which are listed on a stock exchange in Switzerland, and thereby reach, fall below, or exceed the threshold of 3, 5, 10, 15, 20, 25, 33⅓, 50 or 66⅔% of the voting rights (whether exercisable or not) must notify the company and the stock exchange on which the equity securities are listed. The notification must be made within four trading days following the triggering of the notification duty and the company must publish the notification within two trading days of receipt. The four-trading-day deadline creates challenges since it is not always clear how the relevant facts have to be reported, particularly in the case of complex transaction structures, and clarification on a case-by-case basis would be desirable. Although it is possible to submit a request for a preliminary decision to the competent disclosure office, this is usually not practicable due to time constraints, which is why it would be desirable to be able to discuss a specific case with the competent disclosure office at short notice.

The stock exchanges provide for a special disclosure office within their organisation to monitor reporting and publication obligations. The Disclosure Office of SIX Swiss Exchange is affiliated with SER and has so far provided three different forms for notifications of individuals, groups and collective investment schemes: Notification Forms (ser-ag.com). With the introduction of the new platform on 4 March 2024, the forms will likely no longer be used, on the one hand because the platform covers the same functions and simplifies the notifications compared to the forms, and on the other hand because the forms will likely not be updated by the SIX Disclosure Office in the future. There is, however, no obligation for investors to use the platform to make their notifications.

On the starting page of OLSdigital (six-exchange-regulation.com), SER provides a manual for the use of the platform.

Unlike the PDF forms, OLSdigital guides the user through the different questions which must be answered and, depending on the answers given/boxes ticked, only asks questions relevant to the particular case. For example, if the investor notifies voting rights below 3% (the total of the purchase and sale positions separately calculated), neither information regarding the number of securities and other purchase or sale positions held, nor information regarding the basis of the calculation of the relevant participation, is requested (and it is not possible to insert such information).

Furthermore, the platform offers the advantage that in case of a notification of 3% or more of the voting rights, after entering the relevant participation and calculation basis (total number of voting rights pursuant to the entry in the commercial register), the percentage of voting rights is automatically calculated. This eliminates uncertainties regarding how calculations are to be performed. For example, it is now clear that securities lending and similar transactions must be notified as part of the total number of shares and not as a separate subcategory of the purchase positions. It is also clear that voting rights that can be exercised with full discretionary powers are a separate subcategory of purchase positions and not part of the subcategory of “equity securities or equity related securities”.

Another advantage is that the reporting of derivative holdings has become more user-friendly. There is now a dropdown menu available in which one can choose between different securities (call option/warrant, CFD, convertible bond, equity swap, put option/warrant, convertible bond, other). If the International Securities Identification Number (ISIN) of the security is specified, no further information on the terms needs to be disclosed.

Despite these advantages, special caution is still required when using the new platform, as the platform does not eliminate all uncertainties or the need for interpretation or knowledge of the SIX Disclosure Office practice. In addition, the platform may be improved to further enhance user-friendliness such as by allowing the download of a draft that can be shared with relevant persons for review.