B l u e C h i p S e g m e n t D i r e c t i v e 1 9
S e p a r a t e l i n e t r a d i n g
Date of entry into force: 4 May 2009
Table of Contents
1.
General ...1
2.
Special regulatory issues ...2
2.1 Buy-backs of equity securities ...2
2.1.1 Definition ...2
2.1.2 Bid prices ...2
2.1.3 Ask prices ...2
2.1.4 Off-order book transactions ...2
2.1.5 Settlement...2
2.1.6 Failure to achieve intended amount ...3
2.2 Public takeover offers for cash...3
2.2.1 Definition ...3
2.2.2 Bid prices ...3
2.2.3 Ask prices ...3
2.2.4 Non-fulfilment of the conditions of the offer...3
2.3 Public exchange offers...3
2.3.1 Definition ...3
2.3.2 Bid prices ...4
2.3.3 Ask prices ...4
2.3.4 Non-fulfilment of the conditions of the offer...4
1. General
This Directive sets out the provisions for trading in a separate line in securities listed by SIX Swiss Exchange and admitted to trading in the Blue Chip Segment. The purpose of the provisions is to ensure the integrity and transparency of trading on a separate line, as well as the equal treatment of investors.
General information on separate line stocks, including the procedure for opening or closing a separate trading line, are set out in SIX Swiss Exchange Admission Board’s Circular No. 7, which is available at:
http://www.six-swiss-exchange.com/download/admission/regulation/circulars/ abcircular_007_en.pdf
Separate line trading on Swiss Block is as prescribed in Blue Chip Segment Directive 21.
2. Special regulatory issues
2.1 Buy-backs of equity securities
2.1.1.1 Definition
Within the context of this Directive, a "buy-back of equity securities" is deemed to be the public tender offer by a company to repurchase its own shares, participation certificates or dividend-right certificates or any other of its own equity securities (collectively referred to hereinafter as "equity securities") where that company’s shares are listed by SIX Swiss Exchange and admitted to trading in the Blue Chip Segment.
2.1.1.2 Bid prices
Only the member responsible for the buy-back of equity securities may – but is not obliged to – post bid prices in the order book for execution via a separate trading line, and this solely on behalf of the company effecting the buy-back (hereinafter, the "issuer").
The bid price posted on a separate trading line may not exceed by more than 5% the price that is bid on the primary trading line (see Communiqué No 1 of the Swiss Takeover Board (TOB).
Any trading in a separate line involving buy orders of third parties must be cancelled by the relevant members. Such cancellation must be effected forthwith by means of a trade reversal. The parties to the cancelled trade must also execute an off order book transaction via the primary trading line in the same size and at the same price as the original transaction.
2.1.1.3 Ask prices
A member may post ask prices in the order book for execution via a separate trading line.
However, it is not permissible to post ask prices on behalf of the issuer in the order book for execution via a separate trading line.
2.1.1.4 Off-order book transactions
Off-order book transactions are prohibited for the buy-back of equity securities via a separate line.
2.1.1.5 Settlement
Automatic settlement is suppressed when equity securities are repurchased on a separate trading line.
The settlement of trades executed on a separate trading line is therefore effected bilaterally between the relevant members.
2.1.2 Failure to achieve intended amount
Transactions executed on a separate trading line remain legally valid even if the issuer's target amount is not achieved within the framework of the buy-back.
2.2 Public takeover offers for cash
2.2.1 Definition
Within the context of this Directive, a "public takeover offer for cash" is deemed to be a public tender offer to buy shares, participation certificates or dividend-right certificates or any other equity securities (collectively hereinafter, "equity securities) made by a company (hereinafter, the "offeror") to owners of the equity securities of (third-party) companies that have at least one of their equity securities issues listed by SIX Swiss Exchange and admitted to trading in the Blue Chip Segment.
2.2.2 Bid prices
A member may post in the order book (for execution via a separate trading line) bid prices for the equity securities sought in connection with a public takeover offer for cash.
However, it is not permissible to post in the order book (for execution via a separate trading line) bid prices on behalf of the offeror that are above the public tender price.
2.2.3 Ask prices
A member may post in the order book (for execution via a separate trading line) ask prices for the equity securities sought in connection with a public takeover offer for cash.
However, it is not permissible to post in the order book (for execution via a separate trading line) ask prices on behalf of the offeror for equity securities sought in connection with a public takeover offer for cash.
2.2.3 Non-fulfilment of the conditions of the offer
Transactions executed on a separate trading line remain legally valid, even if the conditions laid down by the offeror in connection with a public takeover offer for cash are not fulfilled.
2.3 Public exchange offers
2.3.1 Definition
Within the context of this Directive, a "public exchange offer" is deemed to be a public offer to exchange shares, participation certificates or dividend-right certificates or any other equity securities (collectively hereinafter, "equity securities) made by a company (hereinafter, the "offeror") to owners of the equity securities of (third-party) companies whose relevant issue of equity securities has been listed by SIX Swiss Exchange and admitted to trading in the Blue Chip Segment.
2.3.2 Bid prices
A member may post in the order book (for execution via a separate trading line) bid prices for the equity securities sought in connection with a public exchange offer.
However, it is not permissible to post in the order book (for execution via a separate trading line) bid prices on behalf of the offeror that are above the corresponding countervalue of the equity securities sought in connection with a public exchange offer.
2.3.3 Ask prices
A member may post in the order book (for execution via a separate trading line) ask prices for the equity securities sought in connection with a public exchange offer.
However, it is not permissible to post in the order book (for execution via a separate trading line) ask prices on behalf of the offeror for equity securities sought in connection with a public takeover offer.
2.3.4 Non-fulfilment of the conditions of the offer
Transactions executed on a separate trading line remain legally valid, even if the conditions laid down by the offeror in connection with a public exchange offer are not fulfilled.
2.4 Fees
All transactions executed on a separate trading line are subject to a fee.
