What is ad hoc publicity?
Listed companies must promptly and explicitly communicate any events capable of significantly altering a share’s price, surpassing typical trading fluctuations. This ensures equal access to crucial information among all stakeholders in the market.
What needs to be published?
The obligation to publish ad hoc disclosures covers price-sensitive facts such as financial figures, personnel changes and merger plans. As there is no exhaustive list of events, the decision to publish an ad hoc announcement is at the discretion of the listed company. Annual and interim reports pursuant to Art. 49 and Art. 50 Listing Rules (“LR“) are an exception and must always be published by means of an ad hoc announcement pursuant to Art. 53 LR.
Examples of price-relevant information
Examples of price-relevant informations that may have to be published in accordance with the ad hoc publicity requirements include in particular
- Financial figures
- Personnel changes to the Board of Directors or the Executive Board
- Mergers
- Takeovers
- Restructurings
- Changes in capital
- Purchase offers
- Significant changes in the shareholder structure
- Reorganisations
Generally, any information that holds the potential to significantly impact share prices is subject to ad hoc publicity requirements. There isn’t an exhaustive list detailing these relevant facts. Consequently, issuers should proactively assess whether anticipated or unforeseen alterations might prompt substantial stock market fluctuations.
When do you have to publish?
An ad hoc announcement is issued promptly upon the company’s awareness of material facts. Whenever feasible, the publication should occur outside critical trading hours—ideally before 7:30 am or after the trading session concludes at 5:40 pm. However, in rare instances where notification falls within critical trading times, a minimum of 90 minutes advance notice is required before publication. This allows for potential temporary suspension of trading in the affected securities, contingent upon the circumstances.
Where does it have to be published?
To ensure maximum outreach, ad hoc announcements should be distributed not solely to SIX Exchange Regulation but also to a minimum of two electronic financial news services and two significant Swiss media outlets, whether print or electronic. Additionally, the announcement must be published on the listed company’s website and circulated to interested market participants via email.
What are the changes?
Old maxim no longer applicable
SER sets higher requirements for the scope of ad hoc announcements. The previous maxime “in case of doubt pro ad hoc” is no longer valid. Information that is relevant for all market participants may not automatically be published in an ad hoc announcement. Instead, the issuer must determine in advance whether this particular case constitutes a price-sensitive fact in accordance with the SIX rules.
No mixing of price-sensitive information with other information
It is no longer permitted to mix price-sensitive information and other facts in an ad hoc announcement. However, a distinction should be made. Ad hoc announcements must not only be factual and clear, but also complete. According to Art. 15 (1) and (2) of the Directive Ad hoc Publicity, the content must be formulated in such a way that a reasonable market participant can judge to what extent it is relevant to the share price. Additional information in an ad hoc announcement must be relevant or supportive for market participants to analyse and understand the price-sensitive facts. A direct link to the price-sensitive information is therefore required.
Flagging
Pursuant to Art. 53 (3bis) LR, the announcement of information on facts relevant to the share price must begin with the classification as an “ad hoc announcement pursuant to Art. 53 LR”. These announcements must be published on the website in an “easy-to-find” list, stating the date of distribution in chronological order, for at least three years.
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