Extension of UBS AG's exemptions from SIX Swiss Exchange listing requirements for UBS AG shares
June 10 2015 - 1:00AM
Business Wire
Regulatory News:
In December 2014, UBS AG was granted several time-limited
exemptions from reporting and other requirements related to the
listing of UBS AG shares on the SIX Swiss Exchange. As announced on
10 March 2015, UBS Group AG has filed a request for a procedure
under article 33 of the Swiss Stock Exchange Act (the "SESTA
procedure") pursuant to which UBS Group AG seeks to obtain 100%
ownership of UBS AG. UBS expects to successfully conclude the SESTA
procedure and delist the shares of UBS AG from the SIX Swiss
Exchange in the second half of 2015. UBS AG has therefore filed a
request with SIX Exchange Regulation for an extension of the
abovementioned exemptions. In its decision dated 2 June 2015, SIX
Exchange Regulation granted the requested extension until 30
September 2015, subject to the conditions mentioned below.
The following extract from the decision of SIX Exchange
Regulation dated 2 June 2015 reflects the content as well as
duration of the extended exemptions. Paragraphs I, II and III of
the decision read as follows (unofficial translation into English
from the German original):
"I. Subject to para. VI [note: reservation related to the
publication of the present release], UBS AG (issuer), Basel and
Zurich, Canton of Basel-Stadt and Canton of Zurich, is exempted
from the following conditions for maintaining its listing after the
expiration of the deadline, which had been granted in the context
of the previous exemption from certain conditions for maintaining
listing with the decision issued by SIX Exchange Regulation of 22
December 2014 and which expires on 10 June 2015, at the earliest
from 11 June 2015 until 30 September 2015 (inclusive):
a. Publication of information relating to the corporate
governance in the annual report for the year 2014 (art. 49 et seq.
of the Listing Rules [LR] in connection with the Directive on
Information relating to Corporate Governance [DCG]);
b. Publication of management transactions (art. 56 LR);
c. Preparation and maintenance of a corporate calendar (art. 52
LR);
d. Compliance with the following regular reporting obligations
(art. 55 LR in connection with art. 9 of the Directive on Regular
Reporting Obligations for Issuers of Equity Securities, Bonds,
Conversion Rights, Derivatives and Collective Investment Schemes
[DRRO]);
- para. 1.05 – 1.07 (except: contact
person for the ad hoc publicity and regular reporting
obligations);
- para. 1.08 (only with regard to the
corporate calendar);
- para. 3.05 – 3.06; and
- para. 5.02.
II. The exemptions according to para. I begin with the
publication of the ad hoc release as per the requirements indicated
under para. VI here below (but in any event at the earliest from 11
June 2015).
III. The issuer is exempted from the conditions indicated under
paragraph I above, provided that and as long as none of the
following situations occurs on or before 30 September 2015:
a. One or more minority shareholders joining
the procedure for the cancellation of registered shares of the
issuer under article 33 of the Swiss Stock Exchange Act of 24 March
1995 (Stock Exchange Act, SESTA) pending with the Commercial Court
of the Canton of Zurich;
b. Withdrawal by the plaintiff, UBS Group AG,
or by any legal successor of the request for the cancellation of
registered shares of the issuer pending with the Commercial Court
of the Canton of Zurich;
c. Rejection of the request for the
cancellation of registered shares of the issuer by the Commercial
Court of the Canton of Zurich;
d. Appeal of the decision of the Commercial
Court of the Canton of Zurich concerning the cancellation of
registered shares of the issuer.
Should any of the situations indicated in this paragraph under
a-d occur until the expiration of the validity of the Best Price
Rule on 10 June 2015, the obligations of the issuer listed under
paragraph I will become applicable again immediately after the
expiration of the validity of the Best Price Rule, i.e. on 11 June
2015.
Should any of the situations indicated in this paragraph under
a-d occur after the expiration of the validity of the Best Price
Rule on 10 June 2015, the obligations of the issuer listed under
paragraph I will become immediately applicable again.
In the case that the obligations listed under paragraph I become
applicable again, the issuer shall publish the information relating
to the corporate governance in the annual report for the year 2014
within two months from the day when the obligations listed under
paragraph I become applicable again, and shall submit them to SIX
Exchange Regulation (art. 49 LR in connection with art. 10 and
following of the Directive on Financial Reporting [DFR] and art. 9
paragraph 2.01(1) DRRO)."
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UBS AGInvestor contactSwitzerland: +41-44-234 41
00orMedia contactSwitzerland: +41-44-234 85 00UK: +44-207-567 47
14Americas: +1-212-882 58 57APAC: +852-297-1 82 00www.ubs.com
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