[Last updated: 1 January 2024, unless otherwise noted]

Documentation

For the primary listing of equity securities, the foreign company must submit to the SIX Swiss Exchange:

• Listing application.
• Evidence of existence of a prospectus approved or recognized by a licensed review body.
• Official notice.
• Declaration of approval and issuer's declaration according to Article 45 of the SIX Swiss Exchange’s listing rules.
• Declaration of the lead manager regarding adequate free float of the securities.
• Extract from the commercial register of the company (or equivalent).
• Articles of incorporation of the company (or equivalent).
• Declaration that the printing regulations of SIX SIS Ltd. have been maintained (if applicable) or provision of a photocopy of the global certificate (or sufficient evidence as to the creation of book entry securities and an explanation by the issuer on how a shareholder may obtain confirmation of its shareholding).
• Evidence that the auditor is properly admitted to audit listed companies.
• Only for the Spark standard: Declaration of the lead manager that the market capitalization upon listing will be less than CHF500 million (approximately US$581.25 million).

For a secondary listing, the foreign company must provide to the SIX Swiss Exchange:

• Listing application.
• Evidence of existence of a prospectus approved or recognized by a licensed review body or, if an exception applies, the reason why that is the case.
• Official notice.
• Declaration of approval and issuer's declaration according to Article 45 of the SIX Swiss Exchange’s listing rules.
• Declaration regarding adequate free float.
• Declaration of the primary exchange that the securities are listed.
• Extract from the commercial register of the company.
• Articles of incorporation of the issuer.

These documents must be submitted by an authorized representative to SIX Exchange Regulation. The Regulatory Board will then examine the listing application on the basis of the documents provided.

Prospectus

The prospectus and the official notice, which must be published no later than the day of listing (or start of bookbuilding, if applicable) prior to the start of trading, serve as the primary sources of information for investors. The prospectus is to be prepared in a way such that investors are properly informed about the securities to be listed. In that instance, the prospectus also mitigates potential prospectus liability claims. The prospectus contains a description of the issuer, the proposed public offering (if any) and any related risks. In Swiss IPO practice, the prospectus often contains only an offer price range and an indicative size instead of a final offer price and size. Prospectuses substantially comply with today's international disclosure standards. This document is the basis for the bookbuilding, the road show and the investors’ investment decisions. After completion of the bookbuilding, the final offer price and size are determined and the issuer publishes a prospectus supplement that forms, together with the prospectus published at the start of bookbuilding, the final prospectus.

The prospectus must contain sufficient information for competent investors to come to an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the company as well as of the rights attached to the securities. In addition, the prospectus must highlight the specific risks related to an investment in the shares.

More specifically, the prospectus must include disclosure relating to:

• Information about the company, including:
  • General information.
  • Information on administrative, management and audit bodies (corporate governance).
  • Information about the company’s business activities and investments.
  • Information on the company’s capital and voting rights.
  • Information about the company’s disclosure policy.
  • Annual and interim financial statements.
  • Information about dividends and financial results.
• Information on the securities to be issued, including:
  • Resolutions relating to the issuance of shares.
  • Nature of the issue.
  • Number, type and par value of the securities.
  • Certain disclosures in case of new securities from capital transactions.
  • Rights attached to the securities.
  • Restrictions on tradability and transferability.
  • Information on the international issue and simultaneous private placements and public offerings (if applicable).
  • Paying agent.
  • Net proceeds from the issuance.
  • Public purchase or exchange offers for the securities.
  • Form of the securities.
  • Information about the publication of information on the securities.
  • Historic performance (if applicable).
  • Security number and ISIN.
  • Information on the authorized representative.
• Summary of the above (material information concerning the issuer and the securities).
• Risk factors.
• Information on the persons and/or company responsible for the prospectus (responsibility statement).

There are several prospectus schemes in the annexes to the Financial Services Ordinance, which set out the minimum content of the prospectus and the information required in more detail. Those content rules are of a rather general nature compared to those applicable in the US. Nevertheless, given the general requirement that all needs to be included which is material for the investor to assess the securities, the broad content rules do not lead to a lower standard.

The company must assume responsibility for the prospectus.

For a secondary listing, normally exceptions apply if the securities are traded at a trading venue that is recognized.

Financial statements

At the time of the initial listing, the foreign company is expected to provide audited annual reports of its last two full financial years, together with comparative figures for the previous year. Thus, overall, the issuer must present a financial track record of three years (two years for Sparks). In addition, the issuer might be required to prepare interim financial statements, which need not be audited. For a primary listing, the foreign company must provide financial statements in conformity with IFRS or US GAAP. For a secondary listing, the foreign issuer is expected to provide financial statements in accordance with the standards of the primary exchange.

Typical process and timetable for a listing of a company on the SIX Swiss Exchange

The listing application, together with the necessary supporting documentation, must be submitted to SIX Exchange Regulation at least 20 trading days before the envisaged first day of trading, or before start of the book building period (if applicable). At the same time, the filing is to be made with the review body for reviewing the prospectus. An issuer may consider filing earlier with the licensed review body to make sure no delays occur given the more formal procedures applicable.

The following is a fairly typical process and timetable for listing a company on the SIX Swiss Exchange.

Link to Timetable

The whole authorization process takes approximately five weeks. This does not include the time required to prepare the documentation, in particular the prospectus (and the related due diligence review), which takes another two to three months. Depending on the complexities of an issuer’s operations, a listing or an IPO (where the issuer raises new money from investors) can be completed within four to six months.

There are no situations in which a "fast track" or expedited listing can be requested.

Unless described otherwise above, the documentation and process requirements in this section do not substantially vary from what would be expected of a domestic company.