The Articles of Association of Swiss Estates AG include the following "opting out" provision pursuant to Article three (3):
Purchasers of shares in the Company are not obliged to make a public purchase offer in accordance with Articles 135 and 163 of the Federal Act on Financial Market Infrastructures and Market Behavior in Securities and Derivatives Trading (FinfraG, SR 958.1). This provision means that in the case of a takeover of the limits of the Company's securities in the case of Swiss Estates AG, there is no public duty to make an offer in accordance with the Stock Exchange Act.
The Articles of Incorporation of Swiss Estates AG (Article 3) "Offers / Duty to report" expressly refer to this fact.
The Articles of Incorporation may be obtained from the Company without cost or may be downloaded from this website.
Finfrag - applicable provisions
Article 125 Scope
The provisions of this Chapter and Article 163 apply to public offers to purchase equity securities of companies (target companies):
a. domiciled in Switzerland whose equity securities are at least partially listed on a stock exchange in Switzerland;
b. domiciled abroad whose equity securities are at least partially listed on a stock exchange in Switzerland.
2. If at the same time Swiss and foreign law is applicable in connection with a public purchase offer, the application of the provisions of Swiss law may be waived insofar as: a. the application of Swiss law would lead to a conflict with foreign law; and b. Foreign law guarantees protection for investors equivalent to that of Swiss law.
3. Prior to the listing of their equity securities pursuant to paragraph 1, the companies may stipulate in their articles of association that a transferee is not obliged to make a public purchase offer in accordance with Articles 135 and 163.
Article 135 Obligation to make the offer
1. Anyone who acquires equity securities directly, indirectly or in concert with third parties and, together with the securities he already owns, exceeds the limit of 33⅓% of the voting rights of a target company, whether exercisable or not, must submit an offer for all listed companies Equity securities of the company. The target companies can raise the limit in their articles of association to 49 percent of the voting rights.
Article 163 Obligation to make an offer
1. Anyone who, on 1 February 1997, directly, indirectly or in concert with third parties, possesses equity securities which give him control of more than 33⅓% but less than 50% of the voting rights of a target company, must submit an offer for all listed equity securities of the target group Company if it acquires equity securities and thus exceeds the limit of 50% of the voting rights.