FIDLEG implementation: Two prospectus auditors receive FINMA authorisation
The Swiss Financial Market Supervisory Authority FINMA has granted BX Swiss Ltd and SIX Echange Regulation Ltd authorisation as prospectus review authorities as of 1 June 2020 (cf. Art. 52 FIDLEG).
The two companies are the first FINMA-approved inspection agencies for prospectuses. The obligation to publish an approved prospectus applies after six months have elapsed since the authorisation of an inspection agency(Art. 109 para. 1 FIDLEV). Accordingly, as of 1 December 2020, the publication of approved prospectuses is mandatory in the case of a public offer to acquire securities or a request for admission of securities to trading on a trading venue(Art. 35 para. 1 FIDLEG). The exemptions from the prospectus requirement based on the type of offer, the type of securities or the admission to trading remain unchanged.
Review bodies review prospectuses for completeness, coherence and comprehensibility(Art. 51 para. 1 FIDLEG).
Until 1 December 2020, the provisions of the Code of Obligations(Art. 652a and Art. 1156 CO) will continue to apply to a public offering in Switzerland, unless a prospectus is drawn up in accordance with the FIDLEG(Art. 109 para. 2 FIDLEV). For admission to trading, the regulations of the relevant trading venues apply.
FINMA's press release can be found here.
For further information on the prospectus requirement for public offerings, please contact Dr. Hans Kuhn or Sebastian Wälti directly.