Opting up
According to the Swiss Federal Act on Stock Exchanges and Securities Trading, it is possible for a listed company to include a so-called opting-up clause in its articles of association (Art. 32, Paragraph 1). This clause ensures that the acquirer does not have to make a public purchase offer to all holders of equity securities if the threshold value of 33 1/3% of the voting rights of a company is exceeded, but only at a higher threshold (maximum 49%). In contrast to the so-called opting-out clause , a transferee cannot acquire the majority of votes in a single transaction without the involvement of the other shareholders.
According to the Swiss Ethos Foundation , twelve listed Swiss companies had such an opting-up clause in their articles of association at the end of 2014.
Examples of listed Swiss companies with an opting-up clause of 49% in their articles of association are the Swatch Group , Flughafen Zürich AG , the operator of Zurich Airport and DKSH . At Helvetia Insurance , however, the opting-up is set at 40%.
Individual evidence
- ↑ a b Swiss Stock Exchange Act SESTA (SR 954.1)
- ↑ Table of listed Swiss companies with opting-out or opting-up clauses ( memento of the original of May 18, 2015 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice.
