Transaction reports
The transaction reports are intended to inform the market about significant transactions in the equity securities and in related equity derivatives of the offeree company or the company whose securities are being offered in exchange.
1. Persons subject to the reporting obligation
According to Art. 134 FMIA in combination with Art. 38 and 39 TOO the following persons are subject to the reporting obligation from the time an offer is published (pre-announcement or offer prospectus) until the end of the additional acceptance period:
- Parties according to Art. 139 (2) and (3) FMIA, that is,
- the offeror of a public offer;
- persons who act in concert with the offeror in accordance to Art. 11 TOO;
- the offeree company;
- qualified shareholders who have been granted party status.
- Major shareholders who directly, indirectly or acting in concert with third parties hold at least three percent of the voting rights of the offeree company, whether or not such rights may be exercisable, or of another company whose equity securities are being offered in exchange (Art. 134 (1) FMIA, Art. 39 TOO). A group, whether organized pursuant to an agreement or otherwise, shall comply with the obligation to report as a group (Art. 134 (2) FMIA). Whoever holds three per cent or more of the voting rights or of the participation derivatives is obliged to make notifications pursuant to art. 134 FMIA in relation with art. 2 lit. b TOO and art. 15 FMIO-FINMA. A notification also has to be made when the threshold of three per cent of the voting rights is reached or exceeded for the first time.
- The obligation to report has particular characteristics in the case of banks and securities dealers (Art. 19 FMIO-FINMA).
2. Reportable transactions
According to Art. 134 (1) FMIA each purchase and each disposal of equity securities of the offeree company and, in the case of a public exchange offer, the transactions in equity that are offered for exchange shall be reported. Furthermore, the creation or termination of a usufruct, bond lending and comparable transactions, the exercise of equity derivatives, and, in certain cases, the pledge of reportable items must all be reported. The reporting obligation is created with the constitution of the act which creates an obligation (Art. 40 TOO in conjunction with Art. 13 (1) FMIO-FINMA).
3. Period of the reporting obligation
According to Art. 134 FMIA the reporting obligation begins with the publication of the pre-announcement (Art. (3) B TOO) or the offer prospectus in cases where no pre-announcement was published. In the case of an additional acceptance period, the reporting obligation ends with the expiration of such period (Art. 38 (1) TOO).
4. Reporting procedure
a) Time and addressees of the report
The reports must reach the Takeover Board and the relevant disclosure office by no later than 12 noon on the trading day following the transaction (Art. 42 TOO).
b) Content of report
A report must be submitted every day and shall contain the following information for each transaction (Art. 41 TOO):
- subject of the transaction (equity securities or equity derivatives with particulars in accordance with Art. 22, (2) and (3) FMIO-FINMA);
- nature of the transaction (acquisition, sale, securities lending and comparable transactions provided for in Art. 17 FMIO-FINMA, exercise of equity derivatives, etc.);
- price;
- time of conclusion;
- whether executed at the exchange or elsewhere ,and the identities of the securities traders involved;
- the form and number of all equity securities or equity derivatives and the associated voting rights held by the person required to report the transactions at the end of the day.
c) Form
A form is available for the notification of transactions:
5. Publication of the transaction reports
The transaction reports will be published on the website of the Takeover Board.
6. XML Feed
The latest information on current public offers is available in „Extensible Markup Language" format (abbreviated as XML) for platform-and implementation-independent data exchange between computer systems at the following weblink:
www.takeover.ch/transactions/xmlfeed
The XML feed contains the following information:
- Transaction number
- Date of publication
- Link to the transaction
- Name of the offeree company
- Name of the offeror
- Valor and ISIN number of the offeree company and, where required, of the securities offered in exchange.