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Ordinance on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Ordinance, FinMIO)
Art.123Buyback of own equity securities
(Art. 142 para. 2 and 143 para. 2 FinMIA)
1 The buyback of own equity securities at market price as part of a public buyback offer (buyback programme) in accordance with Article 142 paragraph 1 letter a and Article 143 paragraph 1 FinMIA is permissible, subject to Article 124, if:
a.
the buyback programme lasts a maximum of three years;
b.
the scope of the buyback programme does not exceed a total of 10% of the capital and voting rights and 20% of the free float of the equity securities;
c.
the scope of the buyback does not exceed 25% of the average daily volume traded on the regular trading line during the 30 days prior to the publication of the buyback programme;
d.
the purchase price is not greater than:
1.
the last independently achieved closing price on the regular trading line, or
2.
the best current independent bid price on the regular trading line, provided this is below the price referred to in item 1;
e.
no prices are provided during breaks in trading and during the opening or closing auction;
f.
sales of own equity securities during the buyback programme are made solely to fulfil employee participation programmes or meet the following conditions:
1.
they are reported to the stock exchange on the trading day following their execution,
2.
they are published by the issuer no later than the fifth trading day after their execution, and
3.
their scope does not exceed 5% of the average daily volume traded on the regular trading line during the 30 days prior to the publication of the buyback programme;
g.
the key content of the buyback programme is published by means of a buyback notice before the start of the buyback programme and remains publicly accessible for the duration of the buyback programme; and
h.
the individual buybacks are reported to the stock exchange as part of the buyback program no later than the fifth trading day following the buyback and are published by the issuer.
2 The buyback of own equity securities at a fixed price or through the issuance of put options in accordance with Article 142 paragraph 1 letter a and Article 143 paragraph 1 FinMIA is permissible, subject to Article 124, if:
a.
the buyback programme lasts for at least ten trading days;
b.
the scope of the buyback programme does not exceed a total of 10% of the capital and voting rights and 20% of the free float of the equity securities;
c.
the key content of the buyback programme is published by means of a buyback notice before the start of the buyback programme and remains publicly accessible for the duration of the buyback programme; and
d.
the individual buybacks are published by the issuer no later than one stock market day after the end of the buyback programme.
3 In individual cases, the Swiss Takeover Board may authorise buybacks of a larger scope than those referred to in paragraph 1 letters b and c and paragraph 2 letter b if this is compatible with the interests of investors.
4 It is assumed that Article 142 paragraph 1 letter a and Article 143 paragraph 1 FinMIA are not violated if the purchase price paid on a separate trading line is a maximum of 2% higher than:
a.
the last closing price achieved on the regular trading line; or
b.
the best current bid price on the regular trading line, provided this is below the price referred to under letter a;