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FinSA Q&A: Prospectus

FinSA Q&A: Prospectus

UBS Business Solutions AG

Date: June 04, 2022

This product consists of 50 Q&As on the requirements of the FinSA regarding the establishment and publication of a prospectus.

PV10279
$2,647.92

Author's Note

The product, a know-how collection entitled “ FinSA Q&A: Prospectus ” consists of 50 questions and answers (" Q&As ") developed by the UBS team of regulatory experts and provides you with the basis for understanding the requirements of the FinSA as regards the establishment and publication of a prospectus. Your purchase gives you access to a know-how collection prepared by UBS and may serve as a basis for you to establish your best practices as a financial service provider. The Prospectus Requirements of the FinSA When applying the FinSA in its interplay with the Swiss Financial Institutions Act (“ FinIA ”) and the revised Swiss Collective Investment Schemes Act (“ revCISA ”), financial service providers also have to understand which requirements apply as regards the establishment and publication of a prospectus. The rules in their interplay can be complex and the practice is still developing. A good understanding of this topic may hence be helpful in order to avoid...

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The product, a know-how collection entitled “FinSA Q&A: Prospectus” consists of 50 questions and answers ("Q&As") developed by the UBS team of regulatory experts and provides you with the basis for understanding the requirements of the FinSA as regards the establishment and publication of a prospectus.

Your purchase gives you access to a know-how collection prepared by UBS and may serve as a basis for you to establish your best practices as a financial service provider.

The Prospectus Requirements of the FinSA

When applying the FinSA in its interplay with the Swiss Financial Institutions Act (“FinIA”) and the revised Swiss Collective Investment Schemes Act (“revCISA”), financial service providers also have to understand which requirements apply as regards the establishment and publication of a prospectus. The rules in their interplay can be complex and the practice is still developing. A good understanding of this topic may hence be helpful in order to avoid regulatory and operational risks in this context.

These Q&As are essential practical knowledge for those that provide financial services in Switzerland or to clients in Switzerland.

For a full overview of the questions covered by this product, see Questions answered by UBS' FinSA Q&A under the Prospectus section.

What you get

After you make your purchase, PartnerVine makes the Q&A available to you for download as a searchable pdf. Below are two Q&As from this product so you can see a sample of what you will get:

Samples of the Q&A

What is the regulatory prospectus duty in case of a public offer of securities?

Any person (see question ‎2.1.4.) who makes a public offer in Switzerland (see question ‎2.1.3.) for the acquisition of securities must first publish a prospectus (art. 35(1) FinSA) . This duty applies not only to public offerings of newly issued securities (primary market), but also to secondary market transactions if publicly offered or admitted to trading on a trading venue (art. 36(2) FinSA).

Therefore, the FinSA prohibits the public offering, or application for admission to trading on a trading venue of securities in Switzerland, unless:

  • a prospectus has been prepared, approved by a reviewing body and published in accordance with the requirements of the FinSA prior to commencement of such offering or admission to trading; or
  • a prospectus has been (i) prepared in accordance with the laws of a non-Swiss jurisdiction, (ii) previously approved by a non-Swiss authority that is recognized for such purposes under the FinSA, (iii) filed with a Swiss reviewing body for automatic acceptance in accordance with art. 54(2) of the FinSA, and (iv) published in accordance with the rules of the FinSA prior to commencement of such offering or admission to trading (see question ‎2.4.); or
  • the securities being offered or admitted to trading are bonds or structured products according to Annex 7 of the FinSO, and a Swiss bank or a Swiss securities firm has confirmed before the commencement of the public offering or application for admission to trading that all important information is available in relation to the issuer (and, if applicable, the guarantor) and the securities. In such cases, the final prospectus must be prepared and filed with a reviewing body for approval during the two-month period after the commencement of the public offering or application for admission to trading (with shorter periods applying to securities with a term of 180 days or less; see art. 60 FinSO). The ex post approval process is an alternative to the requirement to have a pre-approved prospectus (i.e., either a FinSA-compliant prospectus approved by a reviewing body or a foreign prospectus approved by a recognized foreign authority as described in the bullet points above (question ‎6.4.); or
  • there is an available exemption from the requirement to prepare a prospectus and have it approved (please refer to the subtopics Exemptions from Prospectus Duties in Case of a Public Offer and Prospectus Duty and Secondary Market Transactions as well as to question 2.3.2.).

Does the offer have to take place in Switzerland (territorial scope)?

The prospectus duty under art. 35 et seq. FinSA is triggered when securities are offered or admitted to trading on a trading venue in Switzerland. An offer is made in Switzerland if the offer is addressed to investors domiciled in Switzerland. The goal of the FinSA prospectus requirements is to protect investors domiciled in Switzerland and generally not the investors domiciled abroad. FinSA prospectus duties according to art. 35(1) FinSA do not apply to securities exclusively offered to investors domiciled outside of Switzerland. The place of jurisdiction of the offeror is not relevant.

 

Who needs it

The FinSA Q&A: Prospectus is for financial service providers providing their services in Switzerland or to clients in Switzerland. If you are a financial service provider, this product helps you understand the FinSA prospectus requirements and implement them.

About UBS

UBS Business Solutions AG ("UBS") is a wholly-owned subsidiary of the UBS Group AG. For more information on UBS, go to www.ubs.com.

Key features

Key features of this product include: 

  • Structured & easy-to-read. Structured in a reader-friendly, easy-to-access Q&A format that is aligned with the relevant regulations.
  • Easy-to-understand. The language is practical and business friendly. The explanations in the text are accompanied by tables and graphics which make it easier to understand and communicate the regulations.
  • Interconnected. The Q&As include references to related content in other modules of UBS' FinSA Q&A and third party content to help readers understand the issues.
  • Categorization. All of the Q&As are categorized into specific topic groups which you can adapt to your individual needs.
  • Upskilling your employees. Underlined terms are explained in the Glossary, which is a complementary product that comprises over 160 terms and definitions. Together with the Glossary, the Q&As provide knowledge management support not just for employees that know an issue well, but employees that need to learn about an issue, increasing expertise across your firm.
  • Cost & time savings. You receive extraordinary value when you purchase this product. As your usage increases, your savings increase dramatically (see the Relative Advantage Calculator on the left hand side and the section below on the Relative Advantage Calculator, which will help you understand the value of this product).

Relative Advantage

The FinSA Q&A: Prospectus gets rid of the need to research Swiss regulatory requirements of the FinSA regarding the establishment and publication of a prospectus. The Relative Advantage Calculator on this page shows a conservative use case, and the amount you would save compared to doing the tasks without the benefit of our product. For the calculator, we've taken an hour as the estimate for a lawyer charging CHF 450 per hour to research the answer to one of our Q&As. Our assumptions are conservative ones based on our experience. If you'd like to change our assumptions, you can do so in the calculator and run the number again. The value delivered by our product is meaningful in the vast majority of circumstances, and exceptional as your usage increases. 

Circumstances of Use

This product is intended for Swiss financial service providers and financial institutions and provides general information on the FinSA and related laws as of the date of finalization. Our objective is to provide the UBS' perspective of the law in order to help support a better understanding of the new regulatory framework in Switzerland. This product can be used either for implementing the new regulatory framework or as the basis of your own internal knowledge management. This product is not for use outside of Switzerland.

Important Terms

  • This product is provided to you only for use in Switzerland.
  • You are required to pay for this product by invoice after you have received it. As digital products are so easily replicable, there is no right of rescission for this product and your obligation to pay is unconditional.
  • This product is provided to you on a non-reliance basis. There is no guarantee that this product will address your particular facts and circumstances, and you will have no recourse to UBS or PartnerVine if you do not think it does.
  • Use of this product does not create an attorney-client relationship with UBS Business Solutions AG or PartnerVine, nor should the product be considered a substitute for qualified legal advice. If you need advice tailored to your facts and circumstances, please consult qualified counsel.
  • Your contract for this product is with UBS Business Solutions AG. You will not have recourse to PartnerVine in respect of your use and enjoyment of this product.

Support

This product is a downloadable pdf. There is no additional support for this product.




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