Legal texts

Revision of 28 January 2013

Communication of 10 April 2013:

The surveillance authority of public takeover offers  in Switzerland, the Swiss Takeover Board (TOB), has published a partial amendment of the Takover Ordinance (TOO) today.  It has also amended TOB Circular No. 1 about Buyback Programmes and abrogated TOB Circular No. 4. These modifications are available on www.takeover.ch, together with an explanatory report (in French and German).

Several elements led the TOB to revise its ordinance. The revision of the Federal Act on Stock Exchanges and Securities Trading (SESTA) was passed on 28 September 2012 by the Swiss Parliament; it enters into force on 1 May 2013 and has resulted in some mandatory modifications. A public consultation opened in May 2012 about the equality of treatment in
exchange tender offers, and the revision of the TOO is also based on this. The TOB also took this opportunity to update the system of publication of the offer documents and amended Article 39 TOO, which is related to the reporting obligation of major shareholders.

TOB Circular No. 1 was amended to take into consideration the new provisions about market abuse in the ordinance on Stock Exchanges (SESTO), which have been adopted and published today by the Federal Council (http://www.admin.ch/aktuell/00089/index.html?lang=en&msg-id=48433). Competences regarding Buyback Programmes are to be shared between the TOB and the FINMA.

The new provisions enter into force on 1 May 2013, simultaneously with the provisions of the law and the ordinance about Stock Exchanges. TOB Circular No. 4 is abrogated on the same date.

Explanatory report about the revision of the Takeover Ordinance (German)

Explanatory report about the revision of the Takeover Ordinance (French)

Annex 1 : Public consultation of 4 Mai 2012 (only in French)

Annex 2 : Positions relating to the public consultation

Revision TOO of 28 January 2013 (AS 2013 1119) (German)

Revision TOO of 28 January 2013 (RO 2013 1119) (French)

Revision TOO of 28 January 2013 (RU 2013 1119) (Italian)

TOO of 28 January 2013 (English) – available soon