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Prospectus Review Office

Legal basis: Prospectus Requirement in Switzerland under FiNSA and FinMIA

Anyone who makes a public offer to purchase securities in Switzerland or applies for the admission of securities to trading on a stock exchange pursuant to Art. 26 FinMIA must publish a prospectus in advance.

The prospectus review is carried out by a prospectus review body approved by FINMA in accordance with Art. 52 FinSA. This body examines the prospectus for completeness, coherence, and comprehensibility to ensure that investors are provided with transparent and reliable information.

Proper prospectus approval is therefore an essential element of investor protection and market transparency in Switzerland.

Tasks of the Prospectus Review Office

The Prospectus Review Office:

shall review the prospectus without delay upon receipt;

may require the prospectus to be amended if it finds that it does not comply with the legal requirements;

may, upon request, decide on certain preliminary decisions and exceptions;

maintains a list of foreign trading venues, jurisdictions and accounting standards generally accepted by it;

deposits the prospectus (incl. supplements and amendments) approved by it in physical or electronic form; and

may publish the prospectus and the supplements thereto in electronic form on its website upon request.

When do prospectuses have to be submitted to a Prospectus Review Office?

Art. 109 FinSO provides that a prospectus for securities offered to the public in Switzerland or admitted to trading on a trading venue must be published no later than six months after the authorisation of a Prospectus Review Office by FINMA, i.e. from 1 December 2020.

FINMA-approved Prospectus Review Offices in Switzerland

As of 1 June 2020, FINMA has granted the following companies authorisation as prospectus review offices:

BX Swiss AG (regservices.ch)

SIX Exchange Regulation AG

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    regservices.ch

    Seit 2020 führt die BX Swiss AG im Rahmen des schweizerischen Bundesgesetzes über die Finanzdienstleistungen (FIDLEG) eine FINMA zugelassene Prüfstelle für Prospekte und ein Beraterregister.

    KONTAKT

    BX Swiss AG
    Talstrasse 70
    CH-8001 Zürich

    +41 31 329 40 55
    [email protected]

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