8.6 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 relevant for the share price in individual cases:

  • Financial figures (annual and interim reports must always be published by means of an ad hoc announcement)
  • Important changes in personnel in the company
  • 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 trading results (e.g. significant changes in earnings such as profit decrease/increase or profit warning, cessation of dividends, etc.)
  • Significant changes to shareholder structure
  • 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 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.

Each issuer needs a clear regulation governing the responsibilities, including a deputy, for the Ad hoc Publicity. 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, which includes backup plans in case of an IT malfunction for example.

Further Information

For the Directive 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

Update of the 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, see ➔ ser-ag.com/dam/images/Media/Onboarding_Connexor_Reporting_DE.pdf and ➔ ser-ag.com/dam/images/Media/Manual_Connexor_Reporting_DE.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:

 

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

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 projects that may affect the share price, 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 is likely to have an adverse impact on 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: as a rule, before 7:30 am or after the close of trading at 5:40 pm. If, in exceptional cases, the announcement is made during trading hours, SIX Exchange Regulation AG must be informed at least 90 minutes before publication so that they can temporarily cease trading the affected securities if the situation requires it.

1. Telephone Contact Details for SIX Exchange Regulation AG Corporate Disclosure Team
  • Available on +41 58 399 55 05 on trading days between 7:30 am and 5:40 pm
  • Description of the issue and name of the issuer
  • Price-sensitive information: statement and explanation
  • Possible suspension of trading: statement and explanation
  • Publication time: 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. This 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, required time: in principle, possible 90 minutes after making contact
  • Enclosure: draft press release
  • Power of attorney of issuer (if acting on their behalf/in agreement with them, for example as external communications company or lawyer)
3. Preparing of the Press Release
  • Finalization of press release
  • 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.
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