05 Β· Raising capital
Raising equity from the market
Five structures cover almost every capital raise a Swiss company will ever do. The IPO is the biggest and most documented; the others come back to a listed company multiple times across its life. Each gets a full sub-section below.
Pre-emption: one concept that runs through all of this
Before diving in, one Swiss-law concept underpins everything below. Pre-emption (or pre-emptive subscription right) is the legal right of existing shareholders to buy a proportionate slice of any new shares the company issues, before those shares can go to anyone else. The point is to stop existing shareholders from having their percentage stake watered down without their consent.
A rights issue is the structure that respects pre-emption: the new shares are offered to existing holders first, in proportion to what they already own. An ABB or private placement is structured to set pre-emption aside, which is only possible if the shareholders' meeting has authorised the board to do so (via authorised capital or conditional capital in the articles of association). Keep this concept in mind across the five structures below.
05.1
IPO
The first time the company sells shares to the public and lists on the exchange. The biggest and longest deal a company does.
05.2
Rights issue
An already-listed company raises new equity from its existing shareholders, who get first refusal in proportion to their stake.
05.3
ABB / Block trade
Accelerated Bookbuild. Shares placed with institutional investors overnight, no pre-emption.
05.4
Private placement / PIPE
Shares sold directly to one or a few large investors, often with negotiated governance terms.
05.5
Convertibles
Bonds convertible into equity. Equity-linked rather than pure equity. Bridge to the DCM desk.
05.1 Β· The IPO process
The IPO process, end to end
An IPO is the longest, most documented and most rules-heavy ECM transaction. On SIX Swiss Exchange, the timeline from formal kick-off to first trading day runs roughly 4 to 6 months, with a 3 to 4 month minimum even on a fast-track deal.[1][2] The six stages below repeat across every IPO.
04
Comfort & legal opinions
05
Stabilisation & greenshoe
Step 01 Β· Listing requirements
Getting onto SIX
SIX Swiss Exchange sets the minimum requirements for any company listing equity. They apply at the time of listing, not throughout the company's life as a listed entity. Most large Swiss IPOs use the International Reporting Standard, which is open to Swiss and foreign issuers. Sparks (the SME segment) has lighter requirements.
| Requirement |
Main board (International Reporting Standard) |
Sparks (SME segment) |
| Track record | At least 3 years of audited financial statements[6] | 2 years[7] |
| Reported equity | At least CHF 25 million on first trading day[6] | At least CHF 12 million[7] |
| Free float | At least 20% of the listed share class in public hands | At least 20% |
| Free-float market cap | At least CHF 25 million[6] | Market cap below CHF 500m (i.e. Sparks is for SMEs); shareholder base >50 investors[7] |
| Accounting standards | IFRS, US GAAP or other recognised standards[6] | Same |
| Listing prospectus | Required, approved by a FinSA reviewing body[4] | Same |
| Listing agent | Required (a Swiss bank or licensed securities firm)[2] | Same |
Free float, in plain English
"Free float" means the percentage of a company's shares that are freely tradable on the market and not locked up with insiders (founders, board members, management, employees holding vested stock) or strategic holders (corporate partners, anchor shareholders, the state, or any large holder with a long-term lock-up). SIX requires at least 20% to be in public hands at listing. The free-float market cap (free float Γ share price) tells you the total market value of the shares that can change hands. SIX wants this to be at least CHF 25m so there is real liquidity for investors to buy and sell.
Other SIX listing segments
Beyond the main International Reporting Standard and Sparks (covered above), SIX has segments that come up in specific contexts.
Swiss Reporting Standard
For Swiss-focused companies reporting under Swiss GAAP FER. Otherwise the listing criteria are comparable to the International Reporting Standard.[8]
Secondary listing
For foreign companies already listed on an exchange recognised as equivalent by SIX. Most of the primary exchange's rules apply instead of SIX's own. Free-float requirement: CHF 10m circulating in Switzerland or evidence of a genuine market.[8]
SPAC segment
A SPAC (Special Purpose Acquisition Company) is a shell that IPOs to raise cash, then has 2 to 3 years to acquire a private target. The acquisition (the De-SPAC) brings the target to the public market without a full IPO.
Example. A SPAC raises CHF 300m, acquires a medtech 18 months later, the De-SPAC is voted on, combined entity trades on SIX.
Swiss rules. Track-record waived, 20% free float and CHF 25m market cap minimum, 6-month sponsor lock-up post De-SPAC.[9]
Step 02 Β· Prospectus
The prospectus and FinSA
Every Swiss IPO needs a listing prospectus. Since the Financial Services Act (FinSA, in force since 2020), the prospectus must be approved by a FINMA-licensed reviewing body before publication. SIX Exchange Regulation is the main reviewing body in practice.[4]
The FinSA review timeline
The reviewing body reviews each prospectus against fixed statutory deadlines.
20 days
First-time issuers
For a company doing its first prospectus (IPO issuers), the reviewing body has up to 20 calendar days to review and approve the prospectus.[10]
10 days
Repeat issuers
For an issuer that has already had a prospectus approved (follow-on issuers, frequent users of the capital markets), the review window shrinks to 10 calendar days.[10]
Why the Swiss prospectus regime is considered pragmatic
By European standards, the Swiss regime is comparatively light. Reviewing bodies check the prospectus for completeness, coherence and understandability rather than running a substantive judgement on the offering itself. Amended drafts can be filed within the review window without resetting the clock, so the timetable does not get derailed by minor comments.[4][11]
The US regime sits at the opposite end of the spectrum: the SEC reviews prospectuses substantively, runs multiple rounds of comments that can reset the timetable, and full registration typically takes 4 to 6 months on its own. That is why Swiss issuers wanting to reach US institutional investors usually do so through a Rule 144A side tranche (covered in the comfort section below) rather than running a full SEC registration.
Typical prospectus structure
FinSA Annex 1 sets the minimum content. The structure looks like this in practice:
| # | Section | What it covers |
|---|
| 01 | Summary | A separate, clearly understandable summary of the issuer, the offering and key information, in tabular format. The reviewing body and approval date must appear on the cover.[12] |
| 02 | Risk factors | The main risks regarding the issuer, its industry and the securities being offered. |
| 03 | Use of proceeds | Where the money raised will go. For a primary offering, this is one of the most-read sections. |
| 04 | The business | Description of the company, its strategy, markets, competitive position, key products and services. |
| 05 | Operating and financial review (MD&A) | Management's discussion and analysis of recent financial performance. Not strictly required by FinSA but always included in practice.[13] |
| 06 | Historical financial statements | Three years of audited consolidated accounts for main-board listings, plus any interim period. |
| 07 | Capitalisation and indebtedness | Cash, debt, equity at a recent date. Investors check this against the use-of-proceeds story. |
| 08 | Board, management, auditors | Information on the directors, senior management and statutory auditors. |
| 09 | The offering | Number of shares, price range, allocation policy, underwriting arrangements, greenshoe option, lock-ups, stabilisation rules. |
| 10 | The shares | Description of the rights attached to the shares (voting, dividend, pre-emption), articles of association highlights. |
In Swiss IPO practice, the prospectus is typically published with an offer price range and indicative size, not the final price. After bookbuilding closes and the final price is set, a pricing supplement is published. Together they form the final prospectus.[13]
Prospectus liability
FinSA codifies civil prospectus liability. If the prospectus contains a material misstatement or omits material information, investors who relied on it can claim damages. Liability sits with the issuer, but in practice the underwriters and their counsel use comfort letters and 10b-5 letters (see Step 04 below) to manage their own exposure. Beyond civil liability, FinSA provides administrative criminal liability for wilfully publishing a false prospectus, with fines up to CHF 500,000.[14]
Step 03 Β· Timeline & bookbuilding
From kick-off to first trading day
A Swiss IPO runs roughly 4 to 6 months from formal kick-off to first trading day; 3 to 4 months is the minimum even on a fast-track deal where the company is already IPO-ready.[1][2] The interactive timeline below maps the standard stages. Hover or tap each one.
Before kick-off: the IPO readiness phase
The timeline below starts at the formal kick-off. By then the company has usually already spent months (often a year or more) on IPO readiness: putting the right corporate governance structure in place, upgrading financial reporting systems, hiring a CFO with public-company experience, getting IFRS audits clean, building an investor story. None of that shows up on a deal timeline but it determines whether the IPO is even possible.
Indicative Swiss IPO timeline
Anchored to SIX Exchange guidance and Baker McKenzie's Cross-Border Listings Guide.[2]
Total: 4 to 6 months from kick-off to first trading day
Month 0
Kick-off & structuring
Kick-off meeting. All advisers aligned, workstreams allocated, accounting standard and listing segment chosen, governance reorganisation kicked off.
Months 1β2
Drafting & DD
Drafting + due diligence. Prospectus, audited financials, underwriting agreement and lock-ups in parallel. Analysts briefed for pre-deal research.
Month 3
Filing & review
Filing & review. Listing application filed (10 trading days before bookbuilding). Prospectus reviewed within 20 days for first-time issuers.
Month 4
ITF & roadshow
Intention to Float + roadshow. Deal goes public. Management presents to institutional investors over 1β2 weeks while bookrunners build the order book.
End month 4
Bookbuilding & pricing
Bookbuilding closes, price set. A few days at the end of the roadshow. Final price and allocation determined; pricing supplement published.
Month 4β5
First trading day
Shares start trading. Settlement T+2. Stabilisation window of 30 days opens. 40-day analyst blackout starts.
+30 to 180 days
Stabilisation, blackout, lock-up
Post-IPO controls. 30-day stabilisation + greenshoe window; 40-day analyst blackout; 90β180-day (sometimes 360) lock-ups.
Hover or tap a stage to see details. Currently showing: Month 0, Kick-off & structuring.
The bookbuilding mechanics
Bookbuilding is how the price gets set. The bank runs a formal process where institutional investors submit indications of interest at different price levels. This is the key pricing tool in modern equity offerings.
The bookbuilding sequence
Step 01
Price range
The bookrunners and the issuer set an indicative price range published in the prospectus (e.g. CHF 32β38 per share). Usually 15β20% wide.
Step 02
Build the book
During the roadshow, investors submit orders within or above the range. Orders can be "strike" (any price), limit (only up to a price) or step (different quantities at different prices).
Step 03
Pricing decision
At book close, the bookrunners advise the issuer on the final price based on demand at each level, quality of investors, and the desired trading dynamic on day one.
Step 04
Allocation
The bookrunners allocate shares. Cornerstones and anchor investors get pre-agreed sizes. Of the remainder, long-only institutions (pension funds, mutual funds: buy-and-hold investors) get preference over hedge funds, who often flip on day one and pressure the price right when stabilisation is meant to support it.
The IPO discount
IPOs are typically priced at a discount of around 10β25% to where the bankers think the shares will end up trading. The point is to leave money on the table on purpose, to give day-one buyers a positive return ("an IPO pop") so the market reads the listing as a success, and to make sure the deal gets fully placed even if conditions weaken at the last minute. An aftermarket gain of 10β15% on day one is considered healthy.
Soft underwriting in Swiss practice
In Switzerland, underwriters typically commit to "soft underwriting" rather than firm underwriting. They only commit to buy the shares at pricing, after the book is built. If the book comes in weak, the banks have not yet committed: the issuer can either re-price the deal downward, cut the size, or pull the deal entirely. The banks therefore never sit with unsold inventory because their commitment is contingent on the book existing in the first place. Firm underwriting (where banks pre-commit to buy at a set price before bookbuilding, taking the risk that they end up holding shares) is rare in Swiss ECM.[13]
Step 04 Β· Comfort & legal opinions
Comfort letters, circle-up and 10b-5
Before the underwriters sign the underwriting agreement at pricing, they collect a package of letters and opinions designed to give them a defensible position if the prospectus is later challenged. On Swiss-only deals the package is lighter; on transatlantic deals that touch US investors the US-style documents come in.
Two pieces of vocabulary cause confusion. Rule 144A is the US safe harbour that lets foreign shares be privately placed to Qualified Institutional Buyers (QIBs) in the US without SEC registration. Regulation S is the US safe harbour for offerings made outside the US. They are complementary, not mutually exclusive: a typical transatlantic IPO uses both together, Reg S for the rest-of-world placement and 144A for the US institutional tranche. The No Registration Opinion below is the legal cover that confirms neither tranche needs SEC registration. The 10b-5 letter is the underwriters' due-diligence shield against US securities-fraud claims and is standard whenever the deal touches US investors, less standard on Swiss-only deals.
Comfort letter (auditor)
A letter from the company's auditor to the underwriters confirming the financial numbers in the prospectus are properly drawn from the underlying accounting records, and giving negative assurance that no material adverse changes have occurred since the latest audited or reviewed period. Reduces the risk of an undetected error in the financials reaching investors.[15]
Circle-up
A marked-up copy of the prospectus attached to the comfort letter, where each financial figure has been "circled" by the auditor with a tick mark showing the level of comfort given (audited / reviewed / agreed-upon procedures / management figure). Sometimes called "tick-and-tie" comfort.[15]
Hold harmless letter (auditor non-reliance)
Before the deal team's Q&A call with the issuer's auditor during DD, the calling parties (and often the lawyers) sign a hold harmless / non-reliance letter. It says, in substance, that the calling parties cannot rely on anything said in the call for any legal purpose and will not sue the auditor based on the discussion. Auditors require this to protect themselves from secondary liability for verbal answers given outside the formal audit report. A separate document, the reliance letter, lets an auditor formally authorise a third party (typically the buyer or financing banks) to rely on the existing audit report; that sits with the lawyers.
10b-5 disclosure letter
A letter from external legal counsel to the underwriters stating that, based on their due diligence, nothing has come to their attention to suggest the prospectus contains a material misstatement or omission (the financial statements are covered separately by the comfort letter). Named after US Rule 10b-5 under the Securities Exchange Act. Standard on transatlantic offerings (144A/Reg S); generally not required on purely Swiss-only deals, though some underwriters request an equivalent "disclosure letter" as best practice.[16]
No Registration Opinion
A legal opinion from US counsel confirming that the offering does not require registration under the US Securities Act of 1933 because it relies on Regulation S (sales outside the US) and/or Rule 144A (private placement to QIBs in the US). This is the formal legal cover that lets the bookrunners place shares to US institutions without going through a full SEC-registered offering. Without this opinion, no transatlantic placement can proceed.
Legal opinions
Separate legal opinions from issuer's counsel and underwriters' counsel covering things like: the issuer is duly incorporated, the shares are validly issued, the prospectus complies with Swiss law, the offering does not violate the issuer's constitutional documents. Sometimes also a tax opinion.
SAS 72 letter (on transatlantic deals)
The technical name for the US-style auditor comfort letter, drafted to PCAOB (US Public Company Accounting Oversight Board) standards. Required when shares are placed under Rule 144A in the US. Outside the US, a "lookalike" comfort letter is used that mirrors SAS 72 in form.[15]
Bring-down letters
The comfort letter and 10b-5 letter are usually delivered twice: at signing of the underwriting agreement (pricing) and at closing (settlement). The second one is a "bring-down" confirming nothing has changed in the meantime.
Why this matters for a banker
An IPO is one of the highest-risk securities transactions any bank does. The comfort letter and 10b-5 letter are the diligence record. If a deal blows up post-IPO and investors sue, the first thing in court is the prospectus and the second thing is the supporting letters. A junior banker is unlikely to negotiate them. A junior banker needs to know what they are and the role they play.
Step 05 Β· Stabilisation & greenshoe
The greenshoe and price stabilisation
In the first 30 days after first trading day, the lead bank is allowed to support the share price within strict rules. Two mechanisms work together: an over-allotment option (the greenshoe) and active market stabilisation. This is one of the most testable parts of an ECM interview.
The greenshoe option, step by step
The greenshoe is a call option granted by the issuer (or the selling shareholders) to the underwriters, letting them buy an extra up to 15% of the deal size at the IPO price within 30 days of first trading day. The name comes from the Green Shoe Manufacturing Company, the first US IPO to use the structure in the 1960s. The mechanics confuse people the first time, so here is how each piece fits together.
The set-up at IPO
Step 01
Over-allocate to investors
The bookrunners sell 115% of the planned deal size to investors at the IPO price. The first 100% are "real" shares: they either exist (secondary) or get issued by the company on day one. The extra 15% are sold short: the bookrunners do not yet own them.
Step 02
Borrow the missing 15%
To deliver the over-allocated 15% to investors at settlement, the bookrunners borrow real existing shares from a large shareholder (often one of the selling shareholders) under a securities-lending agreement. These shares do exist. The bookrunners owe them back to the lender once the greenshoe window plays out.[13]
Step 03
Greenshoe call option
At the same time, the issuer (or selling shareholder) grants the bookrunners a call option: the right to buy up to 15% extra shares at the IPO price, exercisable within 30 days of first trading day. This is the option that gives the structure its name.
Step 04
30-day window opens
What happens next depends entirely on the share price. Either the price holds above the IPO price (Scenario A below) or it dips below it (Scenario B). The bookrunners react accordingly.
Scenario A: share price rises above the IPO price
The bookrunners exercise the greenshoe: they buy the extra 15% from the issuer at the IPO price (cheaper than what the shares now trade at). They deliver those new shares back to the lender, closing the short. The issuer ends up selling 115% Γ IPO price in total: more proceeds than the originally announced deal size. The bookrunners do not make a trading profit on this; their economics are the underwriting fee.
Scenario B: share price falls below the IPO price
The bookrunners buy 15% in the open market at the lower price. This open-market buying directly supports the share price (this is the "stabilisation" activity). They deliver those market-bought shares back to the lender, closing the short. The greenshoe option is not exercised. The issuer only sells 100% Γ IPO price, the original announced size. The bookrunners are not allowed to keep any trading profit from buying low versus the IPO price; under Swiss FMIA stabilisation rules, the activity is closely tracked and disclosed at the end of the window.
The point of the structure
The greenshoe gives the bookrunners a mechanical way to support the share price for 30 days without taking principal risk. Either the deal goes well (more proceeds raised, no stabilisation needed), or the deal struggles (stabilisation buying dampens the fall and the bank covers its short cheaply). Investors like greenshoes because they signal the underwriters have a real tool to manage the aftermarket. Stabilisation under the greenshoe is permitted under FMIA market-abuse rules provided it is properly disclosed and stays within the 30-day window.
Step 06 Β· Lock-up & blackout
Lock-ups, analyst blackout, quiet period
Three different restrictions kick in around an IPO. They overlap, they confuse beginners, and they come up in interviews. Here is what each one means.
| Restriction | Who it binds | What it prevents | Duration |
|---|
| Lock-up |
The company, directors, senior management and major selling shareholders |
Sale of any shares (with limited exceptions) without prior consent of the lead bank |
Typically 90 to 180 days from first trading day; sometimes 360 days for major shareholders[17] |
| Analyst blackout |
Equity research analysts at syndicate banks |
Publishing any new research report on the issuer |
40 days after closing of the IPO in Swiss practice[18] |
| Quiet period |
The issuer and its directors / executives |
Public communications about the company beyond what is already in the prospectus (forward-looking statements, earnings forecasts, new disclosures that could be seen as marketing the offering) |
From the launch of the offering through approximately the end of the analyst blackout |
Lock-up undertakings in detail
Lock-up undertakings are contractual, not statutory. They sit between the company, the major shareholders, and the lead bank. Standard terms:
- Coverage. The company itself agrees not to issue new shares. Directors, executives and selling pre-IPO shareholders agree not to sell their existing shares.
- Duration. 90 days is the floor on smaller deals, 180 days is the standard on most main-board IPOs, 360 days has been seen for major shareholders on certain Swiss deals (the Addex Pharmaceuticals IPO is an example where pre-IPO shareholders signed up to 360 days while the issuer itself signed 180 days).[19]
- Exceptions. Common carve-outs include transfers to affiliates, estate planning, share pledges to lenders, and exercises of pre-existing options. Often there is a "bank consent" provision: the lead bank can waive the lock-up in writing.
- Disclosure. The lock-up terms must be disclosed in the prospectus.[13]
Why lock-ups matter
Investors who buy in the IPO are taking a view that the shares will trade up over the following months. If insiders dumped large blocks immediately after listing, that thesis collapses. The lock-up gives the market time to absorb the float and price the stock properly. Lock-up expiry is itself a market event: in many IPOs the stock dips in the days around expiry as the market prepares for potential supply.
05.2 Β· Rights issue
Rights issues
A rights issue is how a listed company raises a large slug of new equity from its existing shareholders. Each shareholder receives the right to subscribe for new shares in proportion to their existing stake. This is the European default for large capital raises and remains central to Swiss practice.
The mechanics
The starting point is a Swiss-law concept called pre-emption. When a Swiss company issues new shares, existing shareholders have a legal right of first refusal: they can buy a proportionate slice of the new shares before any outsider gets a chance. A rights issue is the structure that respects this right. The shareholders' meeting can vote to set pre-emption aside in specific cases (which is how an ABB or private placement happens), but if pre-emption stays in place, the deal becomes a rights issue.[20][21]
Pre-emption in plain English
Pre-emption gives existing shareholders the right to buy new shares first, in proportion to what they already own, before any new investor gets to. It exists so that existing shareholders cannot have their stake diluted against their will. A rights issue keeps pre-emption in place. An ABB or private placement is structured to set pre-emption aside, which is only possible if the shareholders' meeting has authorised the board to do so (via authorised capital or conditional capital in the articles of association).[22]
In fact, an ABB is structurally just a capital increase with pre-emption set aside, placed overnight to institutionals. Same shareholder economics as a rights issue, just without the protection for existing holders.
How a rights issue unfolds
Step 01
Ratio & price
The company announces the ratio (e.g. 1 new share for every 5 existing shares) and the subscription price, usually at a discount to the current market price.
Step 02
Rights distributed
Each existing shareholder gets one right per share held. Rights can be tradable on the exchange or non-tradable. The board decides.[21]
Step 03
Subscription period
Shareholders have a defined window (typically 7 to 14 calendar days) to use their rights to buy new shares, or to sell the rights on the market if tradable.
Step 04
Settlement & rump placement
Any unsubscribed shares (the "rump") are placed by the bookrunners with new institutional investors at the subscription price or higher. This is the only bookbuilding part of a rights issue.
Why there is no full bookbuilding
Unlike an IPO or an ABB, the price in a rights issue is fixed up front by the board, not set through a bookbuild. The reason is fairness to existing shareholders: they need to know the price before deciding whether to subscribe or sell their rights. The only mini-bookbuild happens at the end on the rump, where the bookrunners place leftover shares with new institutional investors.
Discounted vs non-discounted
A discounted rights issue sets the subscription price well below the current market price (often 20% to 40% below). The discount is there to make sure shareholders still want to subscribe even if the share price drifts down during the subscription window. This is the standard for larger or more difficult deals. A non-discounted rights issue sets the price close to the market price and only works when the issuer is in strong shape and the market is calm.
Tradable vs non-tradable rights
The board chooses whether the rights themselves can be traded on the exchange during the subscription window or not.
Tradable rights. A shareholder who does not want to subscribe can sell their rights on the market for cash. The buyer (a new investor) uses the rights to subscribe to the new shares. Tradable rights protect "lazy" shareholders against dilution: even if they don't subscribe, they receive cash compensation roughly equal to the embedded discount. This is the European default for large rights issues.
Non-tradable rights. Rights cannot be sold; they can only be exercised or left to lapse. A shareholder who fails to subscribe within the window loses their rights for nothing AND has their stake diluted by the new shares being issued. Used when speed matters or when the issuer wants to discourage the rights from circulating, but harsher on passive shareholders.
What actually happens to your stake
If every shareholder subscribes and there is no rump, the new shares are distributed exactly pro-rata, every shareholder ends up with the same percentage stake, and there is zero dilution.
If some shareholders don't subscribe, what happens depends on whether the rights are tradable. With tradable rights, the unused rights are sold (either by the holder during the window, or, for shares whose rights lapsed unused, the bookrunners place the resulting "rump" with new institutionals at the end). Either way, the non-subscribing shareholder ends up diluted but receives some compensation. With non-tradable rights, lapsed rights generate no compensation and the passive shareholder is straight diluted.
A rights issue normally requires a prospectus, approved by the reviewing body under FinSA on the 10-trading-day repeat-issuer timetable.[21]
05.3 Β· ABB / Block trade
Accelerated bookbuilds and block trades
An Accelerated Bookbuild (ABB) is a placement of shares with a small group of institutional investors over a very short period, usually overnight (a few hours). No retail, no prospectus in most cases, no pre-emption. ABBs are the fastest way to raise large amounts of equity from a listed company. Block trades are the same mechanic when a single shareholder is selling existing shares.[23][24]
The standard ABB sequence
Run as a "wall-crossed" private placement: investors are contacted only after market close, sworn to confidentiality, and committed within hours. By the next morning, trading starts with the new shares already placed.
Before launch: pre-sounding / market sounding
Hours or days before formally launching the ABB, the bookrunners often pre-sound a small group of trusted institutional investors to gauge appetite. Approaches range from anonymous market sounding ("would you be interested in a Swiss large-cap consumer name placed overnight?") to formal wall-crossing (the investor receives specific deal information after agreeing in writing to keep it confidential and not trade on it until cleansed). The feedback shapes whether the deal launches at all, how big, and at what price expectations. Pre-sounding is regulated under FMIA: done badly it is market sounding misuse, done properly it is the standard way to de-risk an ABB launch.
1
Launch after market close
The bank and the issuer (or selling shareholder) announce the ABB after the close of trading on SIX. A press release confirms the launch, the size and that the offering is restricted to institutional investors.
2
Wall-crossing & book
The bookrunners call selected institutional investors, take indications of interest at various price levels, and build a book within hours. Investors are wall-crossed: they receive inside information about the deal and agree to keep it confidential.
3
Pricing
Pricing usually happens later the same night. The price is set at a discount to the closing price, with the size of the discount depending on demand and market conditions. A press release announces the result.
4
Settlement
Settlement is when money and shares actually change hands: investors pay, the issuer (or selling shareholder) delivers the shares. Settlement is typically T+2 (two trading days after pricing), sometimes T+1. By the time the market opens the next morning, the new shareholder base is already in place; the cash movement and share transfer just take a couple of days to clear behind the scenes.
Primary vs secondary ABB
An ABB is primary when the company itself issues new shares (cash goes to the company). It is secondary when an existing shareholder sells (cash goes to that shareholder). The same mechanics apply. The market reaction is often different though: a primary ABB might be read as "the company needs cash for growth" (positive) or "the company needs cash, full stop" (negative), depending on context. A secondary ABB by a large PE holder is usually read as a normal exit.
When an ABB makes sense
ABBs work well when (a) the issuer is well-known to institutional investors and does not need a long marketing process, (b) the size is large enough to attract big institutional orders but not so large that it dwarfs the existing free float, (c) speed matters (e.g. funding a just-announced acquisition), (d) the share price is relatively stable. They do not work for unknown issuers, micro-caps, or situations needing real investor education.[23]
05.4 Β· Private placements & PIPE
Private placements and PIPEs
A private placement is the sale of shares directly to one or a small number of investors, outside any public offering. When the issuer is already listed, the structure is often called a PIPE: Private Investment in Public Equity. The structure exists to bring in strategic or anchor capital with negotiated terms, deep diligence and minimum public disclosure.
How a PIPE works
A listed company in need of capital, often quickly, negotiates with one or a few large investors (typically a sovereign wealth fund, a strategic industry partner, or a specialist crossover fund). The investor commits to subscribe for a block of newly issued shares, sometimes at a small discount to market, sometimes with attached structuring (warrants, convertible features, board seats, anti-dilution protection). The deal is documented in a subscription agreement, sometimes accompanied by a shareholders' agreement.
Speed
Faster than a rights issue, slower than an ABB. Typically weeks of negotiation rather than hours, because there is real diligence on both sides.
Disclosure
Usually no prospectus is required if the offering qualifies for an exemption (small number of investors, qualified investors only). An announcement is still required where the issue is material under ad-hoc publicity rules.
Pre-emption
Existing shareholders generally do not get pre-emption rights, which is precisely the point. This requires shareholder authorisation in the articles of association.
Terms
Heavily negotiated. The investor often gets governance rights (board seat, information rights, consent rights on certain decisions). Anti-dilution provisions can apply on subsequent issues.
Wall-crossing
Whenever a banker shares inside information about a potential deal with a specific investor (in a private placement, an ABB or a marketing sounding before a rights issue), the investor is "wall-crossed": they agree in writing to keep the information confidential and not to trade on it until the deal is public or until they are formally "cleansed". The Swiss insider-trading regime sits in the Financial Market Infrastructure Act (FMIA). Sharing inside information outside this controlled process can be a criminal offence.
05.5 Β· Convertibles
Convertibles, briefly
Convertible bonds sit on the line between debt and equity. The issuer sells a bond with a coupon and a fixed maturity, but bondholders have the right to convert the bond into a fixed number of shares at a pre-set conversion price. Equity-linked desks typically run them. They appear in interviews under both ECM and DCM headings. The DCM Bible covers the structuring side in depth; here is the ECM relevance.
Why issuers do them
Lower coupon than straight debt (because the conversion option has value), no immediate dilution, and they raise equity-like capital at an effective price above the current share price (the conversion premium, often 20β35% above spot).
Why investors buy them
Downside protection of a bond (par at maturity), upside participation if the share price rises above the conversion price. Often bought by specialist convertible funds and hedge funds running convertible arbitrage.
Speed
Convertibles are commonly issued via an overnight bookbuild, similar to an ABB. Documentation is denser than equity (it is a bond) but the issuance mechanic is fast.
Recent Swiss examples
Meyer Burger issued EUR 145m green convertible bonds in 2021 alongside an ABB. Swiss convertible activity tends to cluster in periods when equity vol is low and rates are attractive for issuers.[5]
06 Β· Returning capital
Share buybacks
A share buyback is the company repurchasing its own shares from the market. Capital is returned to shareholders, not raised. It sits on the ECM desk because the mechanics, syndicate work and regulatory layers look very similar to a capital raise in reverse. In Switzerland, buybacks have specific tax mechanics that drive the structure.
Why companies do buybacks
1
Return excess capital to shareholders
The alternative to a special dividend. A regular dividend is a taxable cash event: shareholders receive cash and, for Swiss-resident individuals, that cash is taxed as dividend income. A buyback works differently for shareholders who don't sell: their percentage stake mechanically increases (because the total share count fell) but they received no cash distribution, so no tax event for them at that moment. Shareholders who do sell into the buyback have their own tax mechanics, covered in the second-trading-line section below.
2
Boost earnings per share (EPS)
Fewer shares outstanding means the same earnings are spread over a smaller share count. EPS goes up mechanically, even without any change in operating performance. A common reason buybacks are popular with management compensated on EPS metrics.
3
Build treasury shares for M&A or compensation
Repurchased shares can be held in treasury rather than cancelled. Treasury shares can later be reissued to pay for an acquisition (share-for-share M&A), to settle employee stock options, or to satisfy conversion of convertible bonds. The company effectively builds a paper currency.
4
Signal confidence
A buyback announcement is a signal from management that the shares are undervalued. The market often reads it positively. A debt-funded buyback while operations are weakening, however, can read negatively: it suggests management is using cheap leverage to artificially prop up EPS rather than reinvesting in the business, and increases leverage at a time when earnings might not support it.
Two Swiss tax concepts you need first
Nominal value
The nominal value (or par value) of a share is the face value of the share as set in the company's articles of association, typically a small fraction of the market price (e.g. CHF 0.10 nominal vs a CHF 50 market price). It is mostly a legal and accounting concept. For Swiss tax purposes it matters because returning capital up to nominal value is tax-free for shareholders, while anything paid above nominal value can be treated as a taxable distribution.
Kapitaleinlagereserve (KER, capital contribution reserves)
Capital contributed to the company by shareholders above nominal value, sitting on the balance sheet as a reserve. Under Swiss tax law, distributions from KER are treated as a return of capital, not as dividend income: tax-free for Swiss-resident individual shareholders (no withholding tax, no income tax). A company with sufficient KER can return capital to shareholders much more tax-efficiently than via a normal dividend or a buyback-for-cancellation. Some Swiss issuers run hybrid capital returns combining buybacks and KER distributions to optimise the tax outcome across their shareholder base.
How a Swiss buyback works: the second trading line
Switzerland has a specific mechanic for buybacks driven by Swiss tax law. When a Swiss company buys back its own shares for cancellation, the repurchase is treated as a partial liquidation: the portion of the repurchase price above nominal value is treated as a taxable distribution to the selling shareholder, and Swiss federal withholding tax of 35% applies to that difference.[29] To handle this cleanly, SIX-listed companies almost always use a second trading line.
The second trading line in practice
What it is
A second order book
SIX sets up a parallel order book for the same stock, with a separate ticker / ISIN, dedicated to the buyback. Trading on the ordinary line continues normally next to it. Same underlying company, two separate trading venues, separate tax treatment per line.
Who buys
Only the company
The company is the only buyer on the second line (through a mandated bank acting as its agent). Shareholders choose whether to sell on the ordinary line or the second line.
Tax
35% WHT on the second line
Shares sold on the second line: 35% Swiss withholding tax on the difference between repurchase price and nominal value is deducted at source. Swiss-resident sellers can reclaim it through their tax filing; foreign sellers reclaim under their tax treaty if eligible.[29]
Shares sold on the ordinary line: just a normal market sale. For Swiss-resident individuals holding privately, no income tax on capital gains, which is often more favourable for those who can hit a buyer on the ordinary line.
Pricing & execution
Bank acts as agent
The mandated bank executes trades on behalf of the company, using the company's balance-sheet cash (not the bank's own money). The bank acts as an agent, not a principal, and earns a brokerage fee, not a spread. The company sets parameters (price limits, volume caps, dates) and the bank trades independently within them, which is what lets the buyback continue during the company's blackout / closed periods.[30]
Recent Swiss buyback examples
ABB, Swiss Re, Swiss Life, NestlΓ© and most large SMI-listed companies run rolling buyback programs through second trading lines. ABB's 2025β2026 program is set up on a second trading line with two mandated banks trading on independent parameters; ABB also held around 24 million treasury shares at the start of the program, of which 16.7 million were earmarked for cancellation.[30]
What happens to the bought-back shares
Cancellation (capital reduction)
The repurchased shares are destroyed. The total share count goes down, which mechanically boosts EPS and the value per remaining share.
- Cleanest capital return. Permanent reduction of share count.
- Requires shareholder approval of a capital reduction at the AGM, then a creditor protection period, then formal cancellation in the commercial register.
- Slow to reverse. If the company later needs to issue new equity for an acquisition or to settle stock options, it has to do a new capital increase.
Held as treasury shares
The repurchased shares sit on the company's own balance sheet and can be reissued later.
- Optionality. The company has a paper currency ready for share-for-share M&A, stock option exercises, convertible bond conversion, or employee share plans.
- No AGM capital reduction needed to put them back into circulation.
- Swiss law caps treasury holdings at 10% of share capital (20% in specific cases). Anything above that has to be sold or cancelled within set deadlines.
Many Swiss companies run a hybrid approach: shares are repurchased on the second trading line, held briefly in treasury, then cancelled at the next AGM. ABB's program is a typical example of this approach.
07 Β· Corporate actions
Spin-offs, split-offs, equity carve-outs
A spin-off is the separation of a subsidiary from a listed parent into a new standalone listed company. No cash is raised in a pure spin-off. New shares of the subsidiary are distributed to the existing shareholders of the parent as a dividend in kind, in proportion to their existing stake. Swiss companies have used this structure repeatedly in the past few years; the IPO market for any given year is often dominated by one or two spin-offs.[31]
The three demerger structures
A
Spin-off
The parent distributes 100% of the subsidiary's shares to existing parent shareholders as a dividend in kind. No cash to the parent. Both companies now trade independently. Existing shareholders own two stocks instead of one.
B
Split-off
Parent shareholders are given the option to exchange their parent shares for shares in the subsidiary, rather than receiving them automatically. Used to reduce the parent's share count at the same time.
C
Equity carve-out
The parent sells a minority (typically 20% to 49%) of the subsidiary to the public via a traditional IPO. Cash goes either to the subsidiary or to the parent depending on the structure. The parent retains majority control. Often the first step before a later spin-off.
Recent Swiss spin-offs
Two recent benchmark Swiss spin-offs: Accelleron Industries, spun off by ABB in October 2022 (1 Accelleron share per 20 ABB shares held), and Sandoz Group, spun off by Novartis in October 2023 (1 Sandoz share per 5 Novartis shares held, market cap CHF 10.5bn on day one). In both cases the spin-off was the dominant Swiss IPO of the year.[31][32]
Why companies spin off
Conglomerate discount
Capital markets often value a multi-business group at less than the sum of its parts because investors cannot value each business cleanly. Separating businesses unlocks the discount: each entity is valued by specialist analysts and shareholders who want that specific exposure.
Focus and agility
Each company gets its own management, board, capital allocation and strategy. Smaller, more focused entities can move faster and attract better talent than divisions inside a bigger group.
Different cost of capital
A stable cash-generating business and a growth business have very different optimal capital structures. Inside one group they share a balance sheet; separated, each can optimise debt and dividend policy independently.
Strategic refocusing
The parent uses the spin-off to exit a non-core business without selling it: shareholders take it with them. ABB used this logic with Accelleron (turbocharging) without losing the value: existing ABB shareholders simply received Accelleron shares alongside their ABB holding.
The spin-off process
A Swiss spin-off looks like an IPO without the bookbuilding and without raising cash, with extra layers for tax and corporate-action mechanics.
Structuring
The subsidiary is established as a standalone Swiss stock corporation, ready for listing. Intercompany contracts (services, IP, financing, supply) are re-papered so the subsidiary can operate independently from day one. Often 9 to 12 months of work.
Tax planning
A Swiss demerger can be carried out tax-neutrally if certain conditions are met: continued tax liability in Switzerland, transfer of a business unit (not just assets), transfer at book value, sufficient equity, both entities continue their businesses after the demerger.[33]
Listing prospectus
The new entity needs a full FinSA prospectus for its SIX listing, even though no new capital is being raised. The listing process is the same as a regular IPO.
Shareholder approval at EGM
The parent's shareholders vote at an Extraordinary General Meeting (EGM) on the dividend-in-kind distribution. The board explains the rationale; shareholders approve the spin-off and the distribution ratio.
Why spin-offs land on the ECM desk
From a banker's perspective, a spin-off looks more like an IPO than an M&A deal. The new entity needs a prospectus, a roadshow, equity research coverage, an investor base, lock-ups for management, a stabilisation plan for the first 30 days, and ongoing IR support. The bank's role is closer to global coordinator on an IPO than to an M&A adviser. M&A is involved in the underlying corporate structuring; ECM runs the listing.
08 Β· Disclosure & key rules
The rules around every ECM deal
Three rule sets govern almost everything an ECM banker touches in Switzerland: the FinSA prospectus regime, FMIA disclosure of significant shareholdings, and FMIA market abuse rules including stabilisation. Most are mentioned earlier in passing; this section pulls them together.
Disclosure of significant shareholdings
Anyone who directly, indirectly or in concert holds voting rights in a Swiss-listed company crossing certain thresholds must disclose their position to the company and SIX Exchange Regulation. The first threshold is 3%. The thresholds are the same as in M&A:
3%
First trigger
Crossing 3% triggers a disclosure obligation. Subsequent thresholds are 5%, 10%, 15%, 20%, 25%, 33β
%, 50%, 66β
%.
4 td
Filing deadline
The notification must be filed within 4 trading days of crossing the threshold.
2 td
Publication deadline
The disclosure office must then publish the notification within 2 trading days.
FMIA
Legal basis
Articles 120 and following of the Financial Market Infrastructure Act, with detailed rules in FinMIO and the SIX Disclosure Office practice.
For an ECM banker, the practical implication is that any selling shareholder or new cornerstone investor crossing 3% (or any subsequent threshold) needs to file disclosure within the deadline. The same applies on the way down when a holder sells through these thresholds.
When you need a prospectus, and when you do not
FinSA requires a prospectus for any public offering of securities in Switzerland or any listing on a Swiss trading venue. Two questions decide whether an exemption applies: (a) is the offering a "public offer" at all, and (b) is the security being listed. If neither is true, no prospectus is needed. The table below maps the typical ECM transactions.
| Transaction |
Prospectus needed? |
Why |
| IPO | Yes, full | Public offering and listing. No exemption available. |
| Rights issue | Yes, if offered to retail | Public offering. Can be exempt if offered only to qualified investors, but most rights issues by listed Swiss companies are public. |
| ABB / Block trade | Usually no | Restricted to institutional ("qualified") investors. Falls under the qualified-investors exemption. |
| Private placement / PIPE | Usually no | Restricted to a small number of investors. Falls under one of the exemptions below. |
| Convertibles | Yes (debt prospectus) | Public placement of bonds, with equity conversion features. Standard debt prospectus required. |
| Share buyback | No | Not a new issuance. Buyback announcement and ongoing reporting required, but no prospectus. |
| Spin-off | Yes (listing prospectus) | The new entity is being admitted to trading on SIX. Even though no new capital is being raised, a listing prospectus is required. |
The four standard exemptions
When a transaction qualifies for one of the exemptions below, no prospectus is required for the offering. But if the shares being placed are also being admitted to trading on SIX, a separate listing prospectus is still required.
1
Qualified investors only
Offering restricted to professional and institutional investors (banks, insurance companies, pension funds, asset managers, large corporates). Most ABBs use this.
2
Limited number of investors
Offering to fewer than 500 investors in Switzerland. Used in some private placements.
3
Minimum investment per investor
Offerings with a minimum denomination or minimum investment of at least CHF 100,000 per investor. Filters out retail by size.
4
Employee offerings
Offerings of securities to current or former employees. Standard for employee stock option exercises and ESOP (Employee Stock Ownership Plan) grants.
Ad-hoc publicity
SIX-listed companies must disclose price-sensitive information promptly to the market under SIX's ad-hoc publicity directive. An ECM transaction is almost always price-sensitive (a capital raise, a large insider sale, a major new shareholder). The timing of announcements has to be coordinated carefully with the bookbuilding mechanics: a deal is typically announced after market close (in the case of an ABB) or under a pre-agreed disclosure protocol (in the case of an IPO Intention to Float).
Market abuse and stabilisation
FMIA contains the Swiss market-abuse regime: insider trading and price manipulation are criminal offences (Articles 154 and 155 FMIA). Both can carry up to 5 years' imprisonment in the most serious cases. Stabilisation activity during the 30-day post-IPO window is permitted by way of safe harbour, provided it is properly disclosed in the prospectus, stays within stated price limits, and ends with a disclosure of stabilisation activity at the close of the window.
09 Β· Beyond the textbook
Things bankers also watch
The items below come up on real ECM deals but rarely make it into entry-level prep.
Pilot fishing
Early, off-the-record investor sounding before the IPO is formally announced.
Months before any public step, the bookrunners may meet a small group of trusted institutional investors to test the equity story and gauge appetite for the IPO. This is "pilot fishing": informal, on a no-names basis at first, then increasingly specific. The feedback shapes the valuation conversation, the positioning, and sometimes the timing of the IPO. Not a wall-crossing in the technical sense (no firm deal terms shared), but still handled under strict confidentiality.
Early soundingPre-launchConfidential
Dual-track processes
Running an IPO and a sale process in parallel until a clear winner emerges.
A dual-track is when a company (or its PE owner) prepares for both an IPO and a trade sale at the same time. The IPO bankers prepare the prospectus and roadshow while the M&A bankers run a parallel sell-side auction. The decision between the two routes is taken closer to launch, when the company has visibility on likely IPO valuation versus likely M&A offers. The advantage is optionality and pricing tension. The cost is the duplicated work, two sets of advisers and a higher legal bill.
PE exitsPricing tensionDouble workstream
Free-float ratchets and dilution defences
Pre-IPO contracts that adjust ownership stakes based on the IPO valuation.
Many PE-backed companies have pre-IPO shareholder agreements with ratchet mechanisms: depending on the IPO price (which determines the PE's IRR exit), the founders or management get a defined uplift of additional shares before the IPO. These need to be exercised and settled before the prospectus is published, so they are visible to incoming public investors. The disclosure of these mechanisms in the prospectus is a sensitive drafting exercise.
PE exit mechanicsPre-IPO restructuringProspectus disclosure
Pre-deal research and analyst presentations
Sell-side equity research published before pricing, under strict information walls.
Before the formal bookbuilding starts, the equity research analysts at the syndicate banks publish "pre-deal research" reports introducing the company to institutional investors. These reports must be prepared with strict information walls between the corporate finance team running the IPO and the research team writing the reports. The analyst gets the same management presentation as institutional investors. Pre-deal research is core to the European IPO process; it sets the valuation conversation before bookbuilding.
Information wallsValuation signalRoadshow input
Cornerstone investors
Anchor investors who commit ahead of bookbuilding to buy a defined size at the IPO price.
A cornerstone is an institutional investor (a sovereign wealth fund, a long-only manager, a strategic industry partner) who commits in writing, before the public roadshow, to buy a defined number of shares in the IPO at the price set in bookbuilding. The commitment is disclosed in the prospectus. Cornerstones give the deal momentum and signal quality to other investors. The trade-off: cornerstone shares are usually subject to a lock-up of 90 to 180 days.
Anchor demandRoadshow signalLock-up
The Allocation Directives for the New Issues Market
The Swiss Bankers Association rule book on allocation conduct in IPOs.
The Swiss Bankers' Association publishes the Allocation Directives for the New Issues Market, a set of rules that Swiss syndicate banks follow when allocating shares in IPOs and follow-ons. They aim to prevent practices like "laddering" (allocating to investors who commit to buying more in the aftermarket) and "spinning" (giving allocations to clients who direct other business to the bank in return). Compliance teams check allocations against these rules before pricing.[27]
SBAAllocation conductCompliance
Direct listings
Listing without raising new capital and without underwriting.
A direct listing is where a company lists its shares on an exchange without issuing new shares and without a traditional underwriter-led bookbuild. The reference price is set by the exchange based on market quotes; trading begins at an opening price determined by buy/sell orders. SIX permits direct listings; the listing requirements (free float, equity, track record) still apply. Direct listings are rare in Switzerland but common in the US for very well-known companies (Spotify, Slack).
No new capitalNo bookbuildRare in Switzerland
Block trade with backstop
An ABB variant where the bank guarantees a minimum price to the seller.
In a "back-stopped" ABB, the bookrunner commits in advance to a guaranteed floor price to the selling shareholder, regardless of where the book lands. The bank takes the price risk: if the book prices below the guarantee, the bank pays the difference; if it prices above, the bank pockets the upside. Used when a seller wants price certainty (e.g. a PE fund close to fund-life expiry) and is willing to share the upside.[26]
Risk transferBank principalPE exit
Cross-border placements: 144A and Reg S
When US investors are in scope, US securities law adds a commercial and operational layer.
The legal documents (10b-5, SAS 72, No Reg Opinion) are covered in the comfort & legal opinions section. The commercial reality: if a Swiss IPO wants to access US institutional investors, the deal is typically structured as 144A + Reg S in parallel, which pulls in US securities counsel on both sides, more granular due diligence, a longer review window and higher legal bills. Banks weigh the size of the likely US institutional demand against this incremental cost when deciding whether to bother with the US tranche.[16]
Rule 144AReg SCost vs demand
Equity-linked: exchangeables, MCB, warrants
Cousins of the convertible bond used for specific situations.
Beyond a plain convertible, the equity-linked desk covers exchangeable bonds (the bond is issued by one entity but converts into shares of a different entity, typically a subsidiary or a holding's stake), mandatory convertible bonds (MCBs) (the bond must convert into equity at maturity, treated as quasi-equity for rating purposes), and various warrants and equity derivatives. Each has a different use case: exchangeables for monetising minority stakes, MCBs for rating-friendly equity-credit, warrants for sweetening other instruments.[5]
ExchangeableMCBEquity derivatives
Equivalence and the EU prospectus passport
A Swiss prospectus does not automatically work in the EU and vice versa.
Switzerland is not in the EU/EEA so a Swiss-approved prospectus is not automatically passported into other EU member states the way an EU-approved one is. A Swiss issuer wanting to market into Germany or France needs to comply with each jurisdiction's local rules separately. Conversely, EU-approved prospectuses are not automatically recognised for SIX listings, although SIX has streamlined recognition for certain equivalent regimes. Cross-listed Swiss issuers (those listed on SIX and a US/EU venue) deal with multiple regimes in parallel.
No EU passportCross-borderMultiple regimes
Sources
Primary sources
Every claim in this Bible is anchored to one of the sources below. The sources are Swiss regulators, the stock exchange itself, and the leading Swiss capital-markets law firms.
Direct links
- SIX Exchange Regulation, Going Public guidance: at least 3β4 months from kick-off to first trading day for a fast-track IPO; the listing application is reviewed within 20 business days after filing. six-group.com
- Baker McKenzie, Cross-Border Listings Guide (SIX Swiss Exchange): the SIX authorisation process takes approximately five weeks, plus 2β3 months for prospectus preparation and due diligence, totalling 4β6 months end to end. resourcehub.bakermckenzie.com
- Global Legal Insights, IPOs in Switzerland: issuer's counsel role, listing agent role, soft underwriting market practice. globallegalinsights.com
- Lexology / Niederer Kraft Frey, In review: governing rules for IPOs in Switzerland: FinSA framework, reviewing bodies, exemptions, ad-hoc publicity. lexology.com
- SIX Legal Advisory directory: capital markets law firms active in IPOs, follow-ons, ABBs and convertibles (Adecco Group ABB EUR 230m, Meyer Burger ABB + green convertibles 2021). six-group.com
- Baker McKenzie, SIX Quick Summary: primary listing requirements (CHF 25m equity, 20% free float, CHF 25m free-float market cap, 3-year track record). resourcehub.bakermckenzie.com
- Baker McKenzie, SIX listing process: Sparks segment alleviations (market cap below CHF 500m, 2-year track record, CHF 12m equity, >50 investors). resourcehub.bakermckenzie.com
- CMS, International ECM Listings Switzerland: CHF 25m equity, 20% free float, Sparks alleviations, secondary listings. cms.law
- SIX, SPAC listing page and VISCHER, SPACs listing in Switzerland: SPAC segment rules, >20% free float, CHF 25m market cap, 6-month sponsor lock-up after De-SPAC. six-group.com Β· vischer.com
- Niederer Kraft Frey, Lexology GTDT Initial Public Offerings Switzerland (PDF): first-time issuers submit prospectus 20 calendar days prior to publication; other issuers 10 days. nkf.ch
- CapLaw Editorial, Switzerland's IPO Market (2026): FinSA review periods of 20 days for first-time issuers and 10 days for others; pragmatic Swiss regime by European standards. caplaw.ch
- Lexology, In brief: the IPO market and regulatory framework in Switzerland: FinSO Annex 1 prospectus content requirements. lexology.com
- Lexology, Spotlight: the IPO process in Switzerland: bookbuilding, soft underwriting market practice, lock-up undertakings, share-lending agreement for greenshoe, 40-day analyst blackout. lexology.com
- IFLR, Switzerland: New prospectus requirements: civil and administrative criminal liability under FinSA, fines up to CHF 500,000. iflr.com
- Lexology / Herbert Smith Freehills, Exempt Encyclopedia and Carpenter Wellington, An Overview of SAS 72 Representation Letters: SAS 72 comfort letter mechanics, circle-up, 10b-5 disclosure letter, due diligence defence under Rule 10b-5. lexology.com Β· carpenterwellington.com
- Baker McKenzie, In the Know (December 2020): 10b-5 disclosure letters and SAS 72 comfort letters on 144A/Reg S transatlantic offerings. bakermckenzie.com
- Global Legal Insights, IPOs in Switzerland (lock-ups): directors and major shareholders sign lock-up undertakings for the first months following IPO. globallegalinsights.com
- Lexology, Spotlight: the IPO process in Switzerland (analyst blackout): 40-day post-IPO blackout during which syndicate research analysts cannot publish further research. lexology.com
- Addex Pharmaceuticals press release (2007): Lehman as Global Coordinator; pre-IPO shareholders signed lock-ups for 360 days, the issuer signed 180 days. biospace.com
- Lenz & Staehelin, Shareholders' rights in private and public companies (PDF): Swiss CO pre-emptive subscription rights mechanics. lenzstaehelin.com
- Lexology, Spotlight: the IPO process in Switzerland (rights issues): pre-emption rights tradable or non-tradable as decided by the board; prospectus required for public rights offerings. lexology.com
- Lexology / Lenz & Staehelin, Revision of Swiss Corporate Law: authorised capital up to a maximum amount, exclusion of pre-emptive rights rules. lexology.com
- Stibbe, Tapping the Equity Capital Markets in Times of Uncertainty: ABB definition, no pre-emption rights, bookbuilding executed in days. stibbe.com
- Datasite Capital Markets Glossary, Accelerated Bookbuild: ABB vs block trade distinction; block trades typically by selling shareholders. datasite.com
- ASIFMA, Accelerated Bookbuild Offerings Guidelines (PDF): launch announcement protocols, wall-crossed institutional placements, "club" deals. asifma.org
- LUISS Structured Finance Course, Follow On and Secondary Offerings (PDF): ABB with backstop ("lowest minimum price can be guaranteed to seller"). docenti.luiss.it
- Lexology, In review: governing rules for IPOs in Switzerland (SBA Allocation Directives): Swiss Bankers' Association Allocation Directives for the New Issues Market. lexology.com
- WΓΌest Partner, Transaction valuation services: independent market value appraisals for real estate throughout Switzerland and Germany; due diligence team organisation and management. wuestpartner.com
- Lexology, SIX launches separate trading lines for foreign-listed Swiss buybacks: mechanics of the Swiss second trading line, 35% withholding tax on the difference between repurchase price and nominal value. lexology.com
- ABB Group 2026 share buyback program: second trading line on SIX, mandated bank trades on independent parameters, treasury shares position. global.abb
- Chambers and Partners, Switzerland: An Introduction to Capital Markets Law: Sandoz spin-off from Novartis (2023), the dominant Swiss IPO of the year, market cap CHF 10.5bn on day one. chambers.com
- ABB press release, Accelleron spin-off (2022): dividend in kind, 1 Accelleron share for 20 ABB shares, listing 3 October 2022. new.abb.com
- Lexology, In brief: post-acquisition planning in Switzerland (tax-neutral demerger): Swiss tax-neutral demerger conditions (continued tax liability in Switzerland, business unit transferred, book value, sufficient equity, both entities continue their businesses). lexology.com
