Pursuant to Art. 35 FIDLEG, a person in Switzerland who offers securities for sale or subscription by means of a public offering or who wishes to list securities on a stock exchange must first publish a prospectus.
The proposed rules on the obligation to publish a prospectus are largely based on the EU Prospectus Directive.
The content requirements for prospectuses largely correspond to current market practice and international standards (in particular European law).
The FIDLEG has detailed exceptions to the prospectus requirement (Art. 36 FIDLEG).
There is no obligation to publish a prospectus if the offer is directed at fewer than 500 investors or if the offer calculated over a period of 12 months does not exceed a total value of CHF 8,000,000 (Art. 36 para. 1 lit. b and e FIDLEG).
The FIDLEG contains only basic minimum requirements for the content of the prospectus as a framework law (Art. 40 FIDLEG). The concrete form is delegated to the Federal Council (Art. 46 FIDLEG).
Pursuant to Art. 58 FIDLEG, a so-called basic information sheet must be drawn up in addition to the prospectus requirement for financial instruments which are also offered to private clients.
The basic information sheet, which must be written in one of the official languages, must be easy to understand and thus enable private customers to see at a glance the essential characteristics of a financial instrument and to compare different products with each other (Art. 60 FIDLEG).
In particular, the basic information sheet shall describe the nature, characteristics, risk profile and yield of the financial instrument. It must also contain information on the cost, minimum holding period and liquidity profile of the financial instrument.