Law and regulation of private placement of common stock in Switzerland

1. Prospectus requirement

  • Offer to the public (i.e. an offer to an unlimited number of persons concerning the subscription for new securities or the purchase of securities in Switzerland).
  • Application for the admission to trading on a trading venue, i.e. a stock exchange or a multilateral trading facility, in Switzerland.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Addressed solely at investors classified as professional clients.
  • Addressed at fewer than 500 investors.
  • Addressed at investors acquiring securities with a value of at least CHF 100,000;
  • Securities having a minimum denomination per unit of CHF 100,000; or
  • Aggregate value of not more than CHF 8m, calculated over a period of twelve months from the first public offer.

Exemptions depending on the type of securities to be offered

In addition there is a number of exemptions available depending on the type of securities to be offered publicly (e.g. equity securities issued outside the scope of a capital increase in exchange for previously issued equity securities of the same class; or equity securities issued or delivered on the conversion or exchange of financial instruments of the same issuer or corporate group; etc.).

Admission to trading

Further exemptions exist in connection with the admission to trading.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes, unless a professional client has declared it wishes to be treated as a retail client (opting-in) in which case a prospectus would be required (except there is an exemption available as set out in paragraph 2 above).

3.2 High net worth individuals 

Yes, provided such individual has declared they wish to be treated as a professional client (opting-out), otherwise a prospectus would be required (unless an exemption applies as set out in paragraph 2 above).

3.3 Retail/public/others

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above. In the absence of a duty to publish a prospectus, an issuer must treat investors equally when delivering information on a public offer.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with applicable prospectus rules or the exemptions set out in paragraph 2 above (and no financial services being provided in such context, which could trigger additional regulatory obligations).

6. Are there any other exemptions which may be relied on?

There are no other specific exemptions. However, a prospectus is not required if there is no public offer at all (and neither an admission to trading on a trading venue). Under certain circumstances, also reverse solicitation exemptions may apply.