• Font Size:
  • S
  • M
  • L
友善列印
WORD

Article NO. Content

Title:

Regulations Governing the Declaration of Acquisition of Shares in Accordance with Article 43-1, Paragraph 1 of the Securities and Exchange Act  CH

Announced Date: 2019.10.07 
Article 6     When acquiring more than 10 percent of the total issued shares of a public company ("date of acquisition"), the acquirer or acquirers shall make a public disclosure in accordance with paragraph 2 below and, within 10 days from the date of acquisition, file a declaration with the Competent Authority covering the following information:
  1. Identity, name (individual or entity), uniform ID number (national ID card number, business administration number, or otherwise), and address (domicile or location) of the acquirer; if the acquirer is a company, also indicate the name (individual or entity), uniform ID number (national ID card number, business administration number, or otherwise), and address (domicile or location) of any shareholder holding 5 percent or more of the shares, or any person who directly or indirectly controls any shareholder holding 5 percent or more of the shares, of the company.
  2. Total number of shares acquired at the time of filing the declaration and its percentage on the total issued shares. If the acquirer is a financial holding company and the company whose shares are acquired ("acquiree company") is a financial institution, also indicate the shareholdings of the acquirer's subsidiaries and affiliated enterprises in the acquiree company.
  3. Method and date of acquisition.
  4. Purpose of acquisition of shares.
  5. Details of sources of funds.
  6. Details of transactions during the 6 months prior to the present acquisition of more than 10 percent of shares.
  7. Number of shares expected to be further acquired within 1 year.
  8. Whether the acquirer has a plan to exercise any of the following share rights, and if so, specify details of the plan:
    1. Plan to propose and facilitate, either individually or jointly with another person or persons, the holding of a special shareholders meeting.
    2. Plan to run for, or to support another person to run for, director or supervisor.
    3. Plan to dispose of assets, or to change the financial or operational condition, of the acquiree company.
    An acquirer that is a public company shall transmit the information required to be declared under the preceding paragraph to the Market Observation Post System (MOPS) within 10 days from the date of acquisition, whereupon the acquirer is deemed to have made a public disclosure. An acquirer that is not a public company shall deliver the declaration information required to be declared under the preceding paragraph to the acquiree company within 8 days from the date of acquisition, and the acquiree company shall then transmit the information to the MOPS on behalf of the acquirer within 2 days from the day of receiving the information.