9.6 Ad hoc Publicity
8.6.1 Basics
The duty to provide information as part of the ad hoc publicity concerns price-sensitive facts that are not publicly known and that occur in the area of operations of a listed company.
Examples of facts that could be price-sensitive in individual cases:
- Financial figures (annual and interim reports must always be published by means of an ad hoc announcement)
- Mergers
- Takeovers
- Spin-offs
- Restructuring operations
- Changes in capital
- Takeover bids
- Changes in business operations (e.g. new sales partners, new and significant products, withdrawal or recall of a significant product, etc.)
- Information on business results (e.g. significant changes in earnings such as profit decrease/increase or profit warning, cessation of dividends, etc.)
- Significant changes to shareholder structure
- Significant changes in personnel in the company
- Financial restructuring
In the event of a duty to make an ad hoc announcement, the following recipients must be informed as a minimum with a media release flagged with the preface «ad hoc announcement pursuant to Art. 53 LR»:
- SIX Exchange Regulation AG (for primary-listed issuers via CONNEXOR Reporting)
- Two electronic information systems, such as Reuters or Bloomberg
- Two Swiss media (printed or electronic) of national importance
- Any interested party upon request (push system)
- At the same time as the media release, the ad hoc announcement must be published on the issuer’s website in an easy-to-find directory for ad hoc announcements (pull system)
Issuers of primary-listed equity securities must exclusively use the online platform CONNEXOR Reporting for transmission of their ad hoc announcements to SIX Exchange Regulation AG – as with the regular reporting obligations.
In order to comply with ad hoc publicity disclosure requirements, each issuer needs clear rules on responsibilities, including substitute arrangements. The personnel and IT infrastructure must be designed in such a way that an ad hoc announcement can be written, signed off on, and published within the shortest time frame at any time. It is recommended to have backup scenarios, for example in case of an IT malfunction
Further Information
For the Directive on Ad hoc Publicity, see ➔ www.ser-ag.com/dam/downloads/regulation/listing/directives/dah-en.pdf
Guideline on the Directive on Ad hoc Publicity, see ➔ https://www.ser-ag.com/dam/downloads /publication/commentaries/2022-03-21-guideline-dah-en.pdf
Issuers Committee Circular No. 1 concerning ad hoc publicity and corporate governance, see ➔ https://www.ser-ag.com/dam/downloads/regulation/listing/communiques-regulatory-board/com202306-en.pdf
Microsite and FAQs of SIX Exchange Regulation AG, see ➔ https://www.ser-ag.com/en/projects/revision-ad-hoc-.html
Guide to the application and registration of CONNEXOR Reporting in connection with ad hoc publicity, see ➔ manual-2024-en.pdf
8.6.2 Rumors Versus Facts
When considering whether or not there is a disclosure requirement in relation to an event under the ad hoc publicity rules, issuers must ask themselves the following questions, among others:
Rumors, Ideas, and Intentions Are Not Facts
8.6.3 Profit Warning
Dealing with financial guidance and especially with material changes to the (expected) sales and profits is frequently a tough problem for issuers to solve.
SIX Exchange Regulation AG uses the following definitions and principles in practice:
Definition of profit warning:
- Issuer raised expectations on the market through its forecasts
- Foreseeable result deviates notably from the earlier forecasts
- Correction of the forecast: profit warning by means of an ad hoc announcement (Principle of good faith)
Definition of profit collapse or profit hike:
- Issuer has not given any forecasts
- Foreseeable result deviates significantly from previous year’s figure
- Publication of an ad hoc announcement
The topic of profit warnings and profit collapses and hikes is moreover discussed in ➔ Chapter 3, Financial Guidance.
8.6.4 Postponement of Disclosure
During planned, price-sensitive projects, such as a far-reaching restructuring or an M&A project, the question of postponing the disclosure crops up repeatedly. It is possible to postpone the disclosure if all three of the following conditions are met:
- The fact is based on a plan or decision of the issuer (no postponement of disclosure for financial figures, annual and semi-annual reports).
- Its dissemination might prejudice the legitimate interests of the issuers.
- Comprehensive confidentiality is guaranteed (non-disclosure; prepare a draft ad hoc announcement; in the event of an information leak, immediate publication following consultation with SIX Exchange Regulation AG).
8.6.5 Ad Hoc Announcements During Critical Trading Hours
Process for disclosing price-sensitive information during trading hours
Price-sensitive information must be disclosed as soon as the issuer becomes aware of the essential elements of the matter at hand. The announcement must be published outside of critical trading hours. In the case of primary-listed issuers, this means before 7:30 am or after the close of trading from 5:40 pm. If, in exceptional cases, the announcement is made during trading hours, SIX Exchange Regulation AG must be informed immediately, at the latest 90 minutes before publication so that they can temporarily cease trading the affected securities if the situation requires it.
1. Contact by telephone the Corporate Disclosure Team at SIX Exchange Regulation AG
- Available at phone no. +41 58 399 55 05 on trading days between 7:30 am and 5:40 pm
- Description of the facts and name of the issuer
- Price-sensitive information: statement and explanation
- Possible suspension of trading: statement and explanation
- Publication time: generally 90 minutes after making contact
2. E-mail for Authentication and Documentation
Immediately after telephone contact, SIX Exchange Regulation AG sends an e-mail with the request for specific information. The response must be returned to adhoc@six-group.com including the following details:
- Issue: summary
- Price-sensitive information: statement and explanation
- Possible suspension of trading: statement and explanation
- Publication time: generally 90 minutes after making contact
- Enclosure: draft of the ad hoc announcement
- In case of representation: Power of attorney
3. Preparing of the ad hoc announcement
- Finalization of ad hoc announcement
- Preparation and scheduling of dispatch and publication
4. Sending the ad hoc announcement
- The ad hoc announcement must only be sent once SIX Exchange Regulation AG has approved the immediate publication of the press release via e-mail to the issuer and has notified the latter about any potential suspension of trading.