• CDBF updated on COPA Circular No 5 on exemptions from the compulsory offer for restructuring purposes, published on 2 September 2020 by Swiss Takeover Board (COPA).

Overview

• Circular entered into force on 1 October 2020 with main objective of clarifying to stock market participants the elements expected by COPA during requests to this effect.
• Under art 135 para 1 LIMF, anyone who acquires directly, indirectly or with 3rd parties, equity securities for over 33% of the voting rights, exercisable or not, of a company listed on a Swiss stock exchange must submit an offer for the all listed securities.
• Principle of compulsory offer is limited by several derogations found in art 136 FMIA.
• Exemption for reorganization purposes is one of these, anyone who acquires securities for reorganization purposes is released from the obligation to present an offer.
• CDBF highlighted key principles, differences between draft and final version of circular.
• Circular gives welcome clarifications for those requesting exemption for reorganization.
• Time chosen for publication of the circular is opportune given the current and expected financial repercussions on the Swiss market caused by the Covid-19 pandemic.