Additional Rules for the Listing of Collective Investment Schemes ADDITIONAL RULES FOR THE LISTING OF COLLECTIVE INVESTMENT SCHEMES

Transcription

1 Additional Rules for the Listing of Collective Investment Schemes ADDITIONAL RULES FOR THE LISTING OF COLLECTIVE INVESTMENT SCHEMES

2 Admission of Securities to the SWX Swiss Exchange SWX Swiss Exchange 12/06

3 Contents Additional Rules for the Listing of Collective Investment Schemes Contents I. PURPOSE AND SCOPE Art. 1 Purpose... 1 Art. 2 Scope... 1 II. III. ROLE AND POWERS OF THE ADMISSION BOARD Art PRIMARY LISTING OF COLLECTIVE INVESTMENT SCHEMES A. LISTING REQUIREMENTS Art Art. 5 Decree of the SFBC... 1 Art. 6 Exemption from the Three-Year Rule... 1 Art. 7 Minimum capitalisation/distribution of units... 2 B. REPORTING OBLIGATIONS REGARDING LISTING Art Art. 9 Listing prospectus... 2 C. LISTING PROCEDURE a. General provisions Art Art. 11 Application... 2 Art. 12 Annexes to the application... 3 b. Special provisions Art. 13 Combining collective investment schemes... 3 D. CONDITIONS FOR THE MAINTENANCE OF LISTING Art Art. 15 Annual and semi-annual reports... 3 SWX Swiss Exchange 12/06 1

4 Admission of Securities to the SWX Swiss Exchange IV. SECONDARY LISTING OF COLLECTIVE INVESTMENT SCHEMES Art. 16 Reference... 3 Art. 17 Content of the listing prospectus... 3 Art. 18 Annexes to the application... 4 V. PROCEDURAL PROVISIONS A. EXCEPTIONS Art B. DELISTING AND SUSPENSION OF TRADING Art C. SANCTIONS Art D. LEGAL REDRESS Art E. TRANSITIONAL PROVISIONS AND ENTRY INTO FORCE Art. 23 Securities already listed on the SWX... 4 Art. 24 References to the LR and its Directives... 4 Art. 25 Entry into force... 4 Art. 26 Revision SWX Swiss Exchange 12/06

5 Additional Rules for the Listing of Collective Investment Schemes Additional Rules for the Listing of Collective Investment Schemes Dated 17 April 2002, as amended by resolution of the Admission Board dated 1 November I. PURPOSE AND SCOPE Art. 1 Purpose Art. 2 Scope The purpose of these Additional Rules is to regulate the listing of units of collective investment schemes and to ensure trans parency in connection with listing. In principle, these Additional Rules apply to the listing of units (or shares) of Swiss and foreign collective investment schemes that, under the Federal Act on Collective Investment Schemes of 23 June 2006 (CISA), are subject to the supervision of the Swiss Federal Banking Commission (SFBC) or that require authorization from the SFBC to be marketed in or from Switzerland. II. ROLE AND POWERS OF THE ADMISSION BOARD Art. 3 The role and powers of the Admission Board are based on Arts. 2 4 of the Listing Rules (LR). III. PRIMARY LISTING OF COLLECTIVE INVESTMENT SCHEMES A. LISTING REQUIREMENTS Art. 4 The conditions for the listing of collective investment schemes are based on Arts LR, except where these Additional Rules contain diverging or supplementary pro - visions. For certain kinds of collective investment schemes (e.g., real-estate funds and Exchange Traded Funds), the SWX may issue implementing trading and Listing Rules. SWX Swiss Exchange 12/06 1

6 Admission of Securities to the SWX Swiss Exchange Art. 5 Decree of the SFBC Art. 6 Exemption from the Three-Year Rule Art. 7 Minimum capitalisation / Distribution of units The listing of units of collective investment schemes is subject to the following requirements: a. Swiss collective investment schemes: legally valid approval of the fund regulations by the SFBC in accordance with CISA and fulfilment of the special listing requirements set out below. b. Foreign collective investment schemes requiring authori - zation to be marketed in or from Switzerland: legally valid authori zation for the fund to be marketed in or from Switzerland and fulfilment of the special listing requirements set out below. The Three-Year Rule described in Art. 7 LR is not applicable to collective investment schemes as understood within the context of these Additional Rules. In principle, when a collective investment scheme is first listed, it must fulfil Art. 14 LR, have fund assets of at least CHF 100 million, and fulfil Art. 17 LR in terms of the distribution of its units. These requirements do not apply in cases where an SWX participant undertakes to create a market for the security in question. The SWX may add implementing provisions regarding market making to its General Conditions or the applicable SWX directive, if any. B. REPORTING OBLIGATIONS REGARDING LISTING Art. 8 Art. 9 Listing prospectus Reporting obligations regarding the listing of collective investment schemes, as well as exemptions and abridgement and reference possibilities, are based on Arts LR, except where these Additional Rules do not contain diverging or supplementary provisions. Under Arts. 32 ff. LR, the most recent version of the prospectus, authorized by the SFBC, must be submitted as the listing prospectus. Additionally, the most recent annual and semi-annual reports must be declared as parts of the listing prospectus. 2 SWX Swiss Exchange 12/06

7 Additional Rules for the Listing of Collective Investment Schemes In such cases, the listing prospectus must provide the following additional information: a. security number / ISIN; b. trading currency; c. clearing agency; d. certification; e. information on the development of the net asset value (NAV) in the last three years; f. responsibility clause according to Scheme A, Point 4. C. LISTING PROCEDURE 1. General provisions Art. 10 Art. 11 Application Art. 12 Annexes to the application The listing procedure is based on Arts LR, except where these Additional Rules contain diverging or supplementary provisions. In addition to the items listed in Art. 51 LR, the issuer s application for the listing of collective investment schemes must include a declaration that it consents to the electronic publication of the information subject to disclosure (Art.14) under Art. 73 LR. Under Art. 51 LR, the declarations of foreign collective investment schemes requiring authorization to be marketed in or from Switzerland must be submitted by the issuer or the issuer s representative in Switzerland in accordance with Arts. 45 ff. IFA. The annexes to the application required under Arts LR must be attached per analogy according to how the collective investment schemes are structured. The following must be submitted in addition to the items required under Arts LR: a. decree of the SFBC in accordance with Art. 5; b. market-making agreement between the SWX and an SWX participant, if applicable (Art. 7). SWX Swiss Exchange 12/06 3

8 Admission of Securities to the SWX Swiss Exchange 2. Special provisions Art. 13 Combining collective investment schemes In the case of the combination of collective investment schemes listed on the SWX, the annexes to the application required under Arts LR must be attached as necessary. D. CONDITIONS FOR THE MAINTENANCE OF LISTING Art. 14 Art. 15 Annual and semi-annual reports The conditions for the maintenance of listing are based on Arts LR as well as on Admission Board Circular No. 5, except where the present Listing Rules contain diverging or supplementary provisions. The issuer is required to publish annual and semi-annual reports. The content of these reports must comply with the special legal provisions applicable to the collective investment schemes. IV. SECONDARY LISTING OF COLLECTIVE INVESTMENT SCHEMES Art. 16 Reference Art. 17 Content of the listing prospectus Subject to subsequent supplementary or modifying pro - visions, the conditions for secondary listing of collective investment schemes are the same as those for primary listing (Arts. 4 ff.). Under Arts. 32 ff. LR, foreign collective investment schemes must submit as the listing prospectus the most recent version of the prospectus, authorized by the SFBC. Additionally, the most recent annual and semi-annual reports must be declared as parts of the listing prospectus. In such cases, the listing prospectus must provide the following additional information: a. security number / ISIN; b. trading currency; c. clearing agency; d. certification; e. paying agent in Switzerland; f. name of the primary exchange; 4 SWX Swiss Exchange 12/06

9 Additional Rules for the Listing of Collective Investment Schemes g. information on the development of the net asset value (NAV) in the last three years (if applicable); h. responsibility clause according to Scheme A, point 4. Art. 18 Annexes to the application In addition to the annexes required under Art. 12, confirmation from the foreign exchange is required that units of the collective investment schemes are already listed or admitted to trading there. V. PROCEDURAL PROVISIONS A. EXCEPTIONS Art. 19 The granting of exceptions hereunder is in accordance with Arts. 76 and 77 LR. B. DELISTING AND SUSPENSION OF TRADING Art. 20 The delisting and suspension of trading of collective investment schemes are governed by Arts LR. C. SANCTIONS Art. 21 The imposition of sanctions is governed by Arts. 81 ff. LR. D. LEGAL REDRESS Art. 22 Legal redress against decisions of the Admission Board is governed by Art. 83 LR. E. TRANSITIONAL PROVISIONS AND ENTRY INTO FORCE Art. 23 Securities already listed on the SWX Art. 24 References to the LR and its Directives Units of investment funds already listed on SWX will remain listed. From the moment of their entry into force, the provisions of these Additional Rules, excluding the listing requirements (Arts. 4 7), will apply to securities already listed. All references to the Listing Rules refer also to the relevant Directives and Circulars. Those versions of the Listing Rules, Directives and Circulars shall apply which are in force at the time. SWX Swiss Exchange 12/06 5

10 Admission of Securities to the SWX Swiss Exchange Art. 25 Entry into force Art. 26 Revision These Additional Rules will enter into force on 1 July On that date, the previous Additional Rules for the Listing and Admission to Trading of Units of Investment Funds of 31 August 1995 will cease to apply. The Admission Board decision of 1 November 2006 regarding the title of the Additional Rules for the Listing of Investment Funds, as well as the related revision which became necessary through the implementation of the Federal Act on Collective Investment Schemes, was approved by the SFBC on 8 November 2006 and shall enter into force on 1 January SWX Swiss Exchange 12/06