Pursuant to Art. 74a of the Listing Rules (LR) and the Directive on the Disclosure of Management Transactions (MTD), issuers whose equity securities (shares, participation certificates and dividend-right certificates) are listed on the SWX and whose registered office is in Switzerland are obligated to ensure that members of their board of directors and senior management disclose transactions they have made in the securities of their own company. Issuers whose registered office is not in Switzerland also fall under the scope of applicability of the Directive if their equity securities are listed on the SWX but not in their home country.
According to this new regulation, the given manager must disclose to the issuer within 2 trading days any transaction that exceeds a threshold value of CHF 100,000. The issuer must then forward that information to the SWX within 2 additional trading days by means of an Internet-based reporting platform. The notifications are subsequently published on a no-name basis on the SWX Website. Transactions that do not exceed the threshold value must also be reported, however they are not published.
The objective of these new provisions is to use the published reports as a means of providing investors with additional information to assist them in their investment decisions. Caution is urged in the interpretation of these reports because management transactions can be made for a variety of reasons. Thus the information should be weighed carefully, viewed within the context of other available information, and conclusions should be drawn according to that overall assessment.
The reports the SWX has received to date have for the most part been in compliance with the rules. Only in several cases was there – as far as could be determined on the surface – any violation of the rules. For example, the reporting deadlines were to a certain extent not met punctually, or transactions in excess of CHF 100,000 were erroneously submitted as omnibus notifications that would otherwise remain unpublished. In such instances, SWX initiated the appropriate preliminary enquiries. Pursuant to Art. 81 Point 7 LR, the Admission Board or the Disciplinary Commission of SWX may impose the sanctions listed in Art. 82 LR if the issuer, despite a warning from the Admission Board, takes no action to cause liable individuals as per Art. 74a para. 1 LR who have not submitted the required notification to do so immediately.
The 201 individual notifications published to date were submitted by 44 different issuers. Thus far, 65 notifications (= 32 %) have pertained to a purchase and 136 (= 68 %) to a sale of securities. These individual notifications involve purchases with a total value of CHF 13 million and sales in the amount of CHF 59 million, which corresponds to a ratio of 1 : 4.5. The average total value of a purchase transaction amounted to CHF 203,020 and to CHF 437,380 for a sale transaction; the peak readings stand at CHF 1,139,199 for a purchase and CHF 2,590,800 for a sale. 86 % of the individual notifications pertain to equity securities, 0 % to conversion rights, 0 % to warrant bonds, 10 % to call options, 1 % to put options, and 3 % to other securities.
The individual notifications will be published for a period of one year on the SWX Website under http://www.swx.com/admission/being_public/mtrans/publication_en.html
To assist in the interpretation of MTD, the SWX has composed a commentary that is available in German, French and English (see: http://www.swx.com/download/admission/regulation/guidelines/swx_guideline_20050701-2_commentary_en.pdf).
