FINMA Financial Market Infrastructure Ordinance
English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force.
Section 1 Notification Duty
Art. 10 Principles
(Art. 120 paras. 1 and 3, 123 para. 1 FinMIA) 1 The beneficial owners of equity securities under Article 120 paragraph 1 FinMIA are subject to the notification duty. A beneficial owner is the party controlling the voting rights stemming from a shareholding and bearing the associated economic risk. 2 If the voting rights are not exercised directly or indirectly by the beneficial owner, any person who has full discretionary powers to exercise the voting rights is also subject to the notification duty in accordance with Article 120 para. 3 FinMIA. If the person who has full discretionary powers to exercise voting rights is directly or indirectly controlled, their notification duty is met where the controlling person reports on a consolidated basis. In such case, the controlling person is considered to be subject to the notification duty. 3 There is no notification duty, if: a. notification of reaching a threshold was provided and that threshold is exceeded, without the subsequent threshol
Para. 2 — Amended by No I of the FINMA O of 26 Jan. 2017, in force since 1 March 2017 (AS 2017 547).
Art. 11 Indirect acquisition and indirect disposal
(Art. 120 para. 5, 123 para. 1 FinMIA) The following cases in particular qualify as an indirect acquisition or indirect disposal of a shareholding: a. the acquisition and disposal via a third party in their own name and on behalf of the beneficial owner; b. the acquisition and disposal through directly or indirectly controlled legal entities; c. the acquisition and disposal of a shareholding which directly or indirectly transfers control of a legal entity which directly or indirectly holds equity securities.
Art. 12 Acting in concert or as an organised group
(Art. 120 para. 1, 121, 123 para. 1 FinMIA) 1 Any party who coordinates their conduct regarding the acquisition or disposal of shareholdings or the exercising of voting rights with third parties by contract, other organised arrangement or by law, is acting in concert or as an organised group. 2 Acquisitions and disposals between persons who are acting in concert or as an organised group and have disclosed their total shareholding are exempt from the notification duty. 3 Changes in the composition of the group and the nature of the arrangement or of the group must be reported.
Art. 13 Triggering of the notification duty
(Art. 120 paras. 1, 3 and 4, 123 para. 1 FinMIA) 1 The notification duty under Article 120 paragraph 1 FinMIA is triggered by the emergence of the claim to acquire or dispose of equity securities (binding transaction), irrespective of whether this claim is conditional. The indication of an intended acquisition or disposal does not trigger a notification duty, provided there are no legal obligations associated therewith. 2 The triggering of the notification duty at the time of the binding transaction under paragraph 1 and an associated disconnection of beneficial owner status and voting entitlement, do not trigger a separate notification duty under Article 120 paragraph 3 FinMIA either for the acquirer or the person disposing of the shareholding. 3 If a threshold is reached, exceeded or fallen below of as a result of a company with registered office in Switzerland increasing, decreasing of restructuring its share capital, the notification duty is triggered by the correspondent publicati
Art. 14 Calculation of the positions requiring notification
(Art. 120 paras. 1 and 3, 123 para. 1 FinMIA) 1 Any person who reaches, exceeds or falls short of a threshold in one or both of the positions below, must calculate the positions individually and separately and report them simultaneously: a. acquisition positions: 1. shares and equity-related units and voting rights under Article 120 paragraph 3 FinMIA, 2. conversion and acquisition rights (Art. 15 para. 2 let. a), 3. granted (written) sales rights (Art. 15 para. 2 let. b), 4. other equity derivatives (Art. 15 para. 2); b. disposal positions: 1. sales rights (Art. 15 para. 2 let. a), 2. granted (written) conversion and acquisition rights (Art. 15 para. 2 let. b), 3. other equity derivatives (Art. 15 para. 2). 2 The positions requiring notification shall be calculated for companies with registered office in Switzerland based on the total number of voting rights in accordance with the entry in the commercial register. The calculation of the positions requiring notification for companies w
Art. 15 Equity derivatives
(Art. 120 paras. 1, 4 and 5, 123 para. 1 FinMIA) 1 Equity derivatives for the purpose of this Ordinance are instruments whose values are derived, at least partially, from the value or performance of equity securities of companies under Article 120 para. 1 FinMIA. 2 The following shall be reported: a. the acquisition or disposal of convertible and acquisition rights, particularly call options, and of sales rights, particularly put options which are designed for or permit physical settlement; b. the granting (writing) of convertible and acquisition rights, particularly call options, and of sales rights, particularly put options which are designed for or permit physical settlement; and c. equity derivatives designed for or permitting cash settlement as well as other contracts for difference, including financial futures. 3 The exercise or non-exercise of equity derivatives reported under paragraph 2 must be reported again if it leads to one of the thresholds under Article 120 paragraph 1 F
Art. 16 Other facts requiring notification
(Art. 120 paras. 1 and 4, 123 para. 1 FinMIA) 1 A notification duty applies in particular when one of the thresholds under Article 120 paragraph 1 FinMIA is achieved, exceeded or fallen below of: a. due to an increase, decrease or restructuring of share capital; b. due to the acquisition or disposal of proprietary equity securities by a company; c. due to the acquisition and disposal of equity securities for in-house funds in accordance with Article 71 of the Financial Services Act of 15 June 2018 (FinSA); d. through the proportion of voting rights in the acquisition positions in accordance with Article 14 paragraph 1 letter a 1, alone, whether exercisable or not and regardless of whether the total proportion of voting rights including equity derivatives under Article 15 reaches, exceeds or falls below a threshold; e. when transferring equity securities by virtue of the law or following a court or authority ruling. 2 Changes in information under Article 22 paragraphs 1 letters d and e,
Para. 1 let. c — Amended by Annex No 5 of the FINMA O of 4 Nov. 2020 on Financial Institutions, in force since 1 Jan. 2021 (AS 2020 5327). Para. 1 let. c — SR 950.1
Art. 17 Securities lending and similar transactions
(Art. 120 para. 1, 123 para. 1 FinMIA) 1 Lending transactions and similar transactions, such as repurchase agreements or collateral transactions with transfer of ownership must be reported. 2 The notification duty is only incumbent on the contracting party acquiring temporary ownership of the securities through such transactions: a. for lending transactions: the borrower; b. for repurchase agreements: the buyer; and c. for collateral transactions: the collateral taker. 3 On expiry of the transaction, the returning contracting party under paragraph 2 is again subject to a notification duty if a threshold in accordance with Article 120 paragraph 1 FinMIA is reached or fallen below. 4 Lending transactions and repurchase agreements do not need to be reported if they are processed in a standardised manner via trading platforms for liquidity management purposes.
Art. 18 Collective investment schemes
(Art. 120 para. 1, 121, 123 para. 1 FinMIA) 1 The notification duties under Article 120 paragraph 1 FinMIA for shareholdings held by approved collective investment schemes under the Collective Investment Schemes Act of 23 June 2006 (CISA) must be met by the licence holder (Art. 5 para. 1 in conjunction with Article 2 paragraph 1 letter d FinIA, Article 13 paragraph. 2 letters a–d CISA and Article 15 paragraph 1 letter e in conjunction with Article 120 paragraph 1 CISA). 2 Fulfilling the notification duty involves: a. Notification duties for more than one collective investment scheme of the same licence holder shall be fulfilled comprehensively (i.e. including all collective investment schemes) and for each collective investment scheme if they individually reach, exceed or fall below relevant thresholds. b. Fund management companies within a group of companies are not required to aggregate their holdings with the holdings of said group of companies. c. The notification duty of externall
Para. 1 — SR 951.31 Para. 1 — As most licence holders are companies, gender-neutral terminology is not used in this text. Para. 1 — Amended by Annex No 5 of the FINMA O of 4 Nov. 2020 on Financial Institutions, in force since 1 Jan. 2021 (AS 2020 5327). Para. 3 — Amended by Annex No 5 of the FINMA O of 4 Nov. 2020 on Financial Institutions, in force since 1 Jan. 2021 (AS 2020 5327). Para. 4 — Amended by Annex No 5 of the FINMA O of 4 Nov. 2020 on Financial Institutions, in force since 1 Jan. 202
Art. 19 Banks and securities firms
(Art. 123 para. 2 FinMIA) 1 When calculating their acquisition positions (Art. 14 para. 1 let. a) and disposal positions (Art. 14 para. 1 let. b), banks and securities firms under the FinIA may disregard equity securities and equity derivatives which they hold: a. in their trading book, provided their share does not reach 5% of voting rights; b. as part of securities loans, collateral transactions or repurchase agreements provided their share does not reach 5% of voting rights; c. only for up to two trading days and exclusively for clearing and settling purposes. 2 The calculation under paragraph 1 is only permitted if there is no intention to exercise the voting rights or to intervene in the management of the issuer' in any other way, and the voting share does not exceed 10% of the voting rights. 3 Equity securities for in-house funds under Article 71 FinSA shall be attributed to the bank's or securities firm's proprietary holdings.
Para. 1 — Amended by Annex No 5 of the FINMA O of 4 Nov. 2020 on Financial Institutions, in force since 1 Jan. 2021 (AS 2020 5327). Para. 2 — As most issuers are legal entities, gender-neutral terminology is not used in this text. Para. 3 — Amended by Annex No 5 of the FINMA O of 4 Nov. 2020 on Financial Institutions, in force since 1 Jan. 2021 (AS 2020 5327).
Art. 20 Takeover proceedings
(Art. 123 para. 1 FinMIA) 1 From the publication of the pre-announcement or of the prospectus (offer prospectus) of the takeover offer until the end of the extension period, the following persons are subject exclusively to the notification duties of the Takeover Board based on Article 134 paragraph 5 FinMIA: a. the offeror; b. persons acting in concert or as an organised group with the offeror; c. persons under Article 134 paragraph 1 FinMIA holding at least 3% of the voting rights directly, indirectly or in concert with third parties, whether exercisable or not, in the target company or, if applicable, in another company whose equity securities are being offered in exchange; d. persons designated by the Takeover Board in accordance with Article 134 paragraph 3 FinMIA. 2 Cases requiring notification which occur during the takeover proceedings must be reported in accordance with the provisions of this Ordinance after expiry of the extension period. 3 Paragraphs 1 and 2 do not apply to t
Para. 1 let. a — As most offerors are legal entities, gender-neutral terminology is not used in this text.
Art. 21 Preliminary ruling
(Art. 123 paras. 1 and 3 FinMIA) 1 Requests for a preliminary ruling regarding the applicability of a notification duty must be submitted to the competent disclosure office in good time prior to the transaction. 2 The competent disclosure office may exceptionally admit requests for already concluded transactions.
Section 2 Notification and Publication
Art. 22 Contents of the notification
(Art. 123 para. 1 FinMIA) 1 The notification contains the following details: a. the proportion of voting rights, type and number of all equity securities or equity derivatives under Article 15 and the associated voting rights held by the persons involved. When falling below the threshold of 3%, the notification to that effect may be given without specifying the actual voting proportion; b. the trigger event, such as: 1. acquisition, 2. disposal, 3. transfer of voting rights with full discretionary power (Art. 120 para. 3 FinMIA), 4. exercising or non-exercising of equity derivatives under Article 15, 5. securities lending and similar transactions under Article 17, 6. change in share capital, 7. court or authority ruling, 8. acting in concert, 9. change in the composition of a group, or 10. change in notified details; c. date of the triggering of the notification duty; d. transfer date of the equity securities, if different to the triggering date of the notification duty; e. last name,
Para. 2 let. a — Amended by No I of the FINMA O of 26 Jan. 2017, in force since 1 March 2017 (AS 2017 547). Para. 2 let. e — Correction of 26 Nov. 2021 (AS 2021 775).
Art. 23 Supplementary details
(Art. 123 para. 1 FinMIA) Every notification to the disclosure office and company must contain the details of a contact person including their last name, first name, address, telephone number and e-mail address.
Art. 24 Notification deadlines
(Art. 123 para. 1 FinMIA) 1 The notification must be received by the company and competent disclosure office within four trading days following the triggering of the notification duty. The disclosure office shall supply the requisite forms. 2 In the event of an acquisition through inheritance, the period under paragraph 1 is twenty trading days. 3 The company must publish the notification within two trading days of receiving it. 4 For transactions in proprietary securities, the company must provide notification to the competent disclosure office and publish the notification within four trading days following the triggering of the notification duty.
Art. 25 Publication
(Art. 123 para. 1, 124 FinMIA) 1 The company publishes the notification pursuant to Article 22 via the electronic publishing platform of the competent disclosure office. It must also refer to the previous publication relating to the same notifying person. 2 If a company fails to publish a notification or if it publishes an incomplete or erroneous notification, the disclosure offices may publish the necessary information without delay and invoice the company for the costs incurred through the substitute measure. The disclosure offices may publish the reasons for the substitute measure. The company must be informed in advance.
Art. 26 Exemptions and easing provisions
(Art. 123 paras. 1 and 2, 124 FinMIA) 1 Exemptions or easing provisions to the duty of notification and publication may be granted, provided there is good cause for doing so, and particularly if the transactions: a. are of short-term nature; b. do not entail any intention to exercise the voting right; or c. are subject to conditions. 2 Requests to this effect must be made to the competent disclosure office prior to the transaction in question. 3 Requests for completed transactions shall only be admitted by the competent disclosure office as an exception and in extraordinary circumstances.
Section 3 Monitoring
Art. 27 Disclosure office
(Art. 123, 124 FinMIA) 1 Stock exchanges have a dedicated office (disclosure office) for monitoring the duty of notification and publication. The disclosure office also processes requests for a preliminary ruling (Art. 21) and for exceptions and easing provisions (Art. 26). 2 If the establishment of such an office proves excessive, this role may be transferred to another stock exchange; the regulations governing the cooperation must be submitted to FINMA for approval. 3 The disclosure offices keep the public informed of their activities. They may issue communications and regulations and publish information required to fulfil the purpose of the law in an appropriate format. As a rule, recommendations are published in anonymous form. 4 The disclosure offices may request adequate compensation for any duties commissioned by FINMA and for processing requests. The rates must be submitted to FINMA for approval.
Art. 28 Procedure
(Art. 123, 124 FinMIA) 1 Requests for a preliminary ruling (Art. 21) and for exemptions or easing provisions (Art. 26) must contain the relevant facts, motion and statement of reasons. The facts must be documented appropriately and have to include all the details outlined in Article 22. 2 The disclosure office issues recommendations to the applicants; these must be substantiated and submitted to FINMA. 3 The disclosure office may address its recommendations to the company. Fundamental interests of the applicant, such as business secrets, remain reserved. 4 FINMA issues a decision, if: a. it wishes to rule on the matter itself; b. the applicant rejects or fails to observe the recommendation; or c. the disclosure office approaches it for a decision. 5 If FINMA wishes to decide on the matter itself, it shall make its intentions known within five trading days. 6 A rejected recommendation must be substantiated by the applicant in a submission to FINMA within five trading days. FINMA may ext
Art. 29 Investigations
(Art. 8, 31, 123 para. 1 FinMIA) FINMA may instruct the disclosure offices to conduct investigations.