Nationale Suisse largely exempted from disclosure requirements
(Thomson Reuters ONE) -
Nationale Suisse /
Nationale Suisse largely exempted from disclosure requirements
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The issuer is solely responsible for the content of this announcement.
On account of the merger with Helvetia, Nationale Suisse applied to SIX Swiss
Exchange AG for exemption from disclosure requirements. For the most part, SIX
Swiss Exchange approved the request. The exemption from disclosure requirements
that has been granted comes into force with the publication of this press
release and is valid until and including 9 April 2015.
On 8 August 2014, Helvetia Holding AG ("Helvetia") announced a public tender
offer in accordance with article 22 ff. of the Federal Act on Stock Exchanges
and Securities Trading (SESTA) for all publicly held registered shares in the
Swiss National Insurance Company Ltd (Nationale Suisse). On 17 November 2014,
Helvetia reported that it held more than 98 per cent of Nationale Suisse and
intended to initiate measures to invalidate Nationale Suisse's remaining shares
in accordance with article 33 SESTA. In addition, Nationale Suisse announced
that its shares were to be delisted by SIX Swiss Exchange AG immediately after
the invalidation judgement came into effect.
In light of this, Nationale Suisse requested that SIX Swiss Exchange AG exempt
it from disclosure requirements in accordance with article 7 paragraph 1 of the
Listing Rules ("LR"). This request was largely granted. Nationale Suisse is thus
exempt from publishing and filing its annual report for 2014, publishing ad hoc
announcements, disclosing management transactions, keeping a company calendar
and fulfilling certain regular reporting obligations. In detail, the SIX
Exchange Regulation, which was responsible for the matter, decided the
following:
I. Subject to clause VI, until expiry of the validity period of the best
price rule pursuant to article 10 paragraph 1 of the Ordinance of the
Swiss Takeover Board of 21 August 2008 on Public Takeover Bids (Takeovers
Ordinance, ToO) and within the context of the public tender offer by
Helvetia Holding AG, St. Gallen, Canton of St. Gallen, for all publicly
held registered shares in the Swiss National Insurance Company Ltd
("issuer"), Basel, Canton of Basel-Stadt (best price rule), namely up to
and including 9 April 2015, the issuer is exempt from the following
requirements to maintain listing:
a. Publishing and filing the annual report for the financial year 2014,
including information on corporate governance (article 49 ff. of the
Listing Rules [LR] in conjunction with article 10 ff. of the Directive
on Financial Reporting [DFR] and the Directive on Corporate Governance
[DCG]);
b. Publishing ad hoc announcements (article 53 LR in conjunction with the
Directive on Ad hoc Publicity [DAH]), with the exception of the
publication of an ad hoc announcement to disclose when the issuer's
registered shares are to be delisted, as soon as this is determined;
c. Disclosing management transactions (article 56 LR);
d. Keeping a company calendar (article 52 LR);
e. Fulfilling the following regular reporting obligations (article 55 LR
in conjunction with Circular No. 1, Reporting Obligations Regarding
the Maintenance of Listing [CIR 1], annex 1, and, from 1 December
2014, article 9 of the Directive on Regular Reporting Obligations
[DRRO]: clauses 1.05-1.07 (exception: contact person for regular
reporting obligations), clause 1.08 (only with regard to the company
calendar), clause 2.01 (with regard to the annual report for the
financial year 2014), clauses 3.05-3.06 and clause 5.02.
II. The exemption according to clause I shall begin with the publication of
the ad hoc announcement in accordance with the requirements of clause VI.
III. Following expiry of the validity period of the best price rule on 9 April
2015, the issuer shall be exempt from the obligations listed in clause I
until 30 May 2015, to the extent that and as long as none of the following
situations has occurred by 9 April 2015 or occurs before 30 May 2015:
a. A minority shareholder or several minority shareholders begin
proceedings for invalidating the issuer's registered shares according
to article 33 of the Federal Act of 24 March 1995 on Stock Exchanges
and Securities Trading (Stock Exchange Act, SESTA) before the Court of
Appeal of the Canton of Basel-Stadt;
b. The applicant, Helvetia Holding AG, St. Gallen, Canton of St. Gallen,
or a legal successor, withdraws the application for invalidation of
the issuer's registered shares before the Court of Appeal of the
Canton of Basel-Stadt;
c. The Court of Appeal of the Canton of Basel-Stadt rejects the
application for invalidation of the issuer's registered shares;
d. There is an appeal against the decision of the Court of Appeal of the
Canton of Basel-Stadt with regard to invalidation of the issuer's
registered shares.
If one of the situations defined in clauses a. to d. occurs before the validity
period of the best price rule expires, the obligations of the issuer pursuant to
clause I shall once again apply with immediate effect following expiry of the
validity period of the best price rule.
If one of the situations defined in clauses a. to d. occurs after the validity
period of the best price rule expires, the obligations of the issuer pursuant to
clause I shall once again apply with immediate effect.
If the obligations according to clause I are reinstated, the issuer shall
publish the annual report for the financial year 2014 within two months from the
day that the obligations according to clause I are reinstated and shall submit
this to SIX Exchange Regulation (article 49 LR in conjunction with article 10
ff. DFR and CIR 1, annex 1, clause 2.01 and article 9 clause 2.01 DRRO).
Brief profile
Nationale Suisse is an innovative and international Swiss insurance group
providing attractive risk and pension solutions in the non-life and life
segments, as well as customized speciality lines products. Nationale Suisse has
been part of the Helvetia Group since October 2014. The plan is to integrate
Nationale Suisse fully into Helvetia. The consolidated gross premiums of
Nationale Suisse came to CHF 1.5 billion in 2013. The head office of Swiss
National Insurance Company Ltd is in Basel. The company's stock is listed on SIX
Swiss Exchange (NATN). The stock will be delisted as part of the integration of
Nationale Suisse into the Helvetia Group. On 30 June 2014, the Nationale Suisse
Group employed 1,903 staff (full-time equivalents).
Information
Remo Meier Nationale Suisse
Investor Relations Steinengraben 41
Phone +41 61 275 22 45 4003 Basel
Fax +41 61 275 22 21 Switzerland
investor.relations(at)nationalesuisse.com www.nationalesuisse.com/investor-
relations
Jonas Grossniklaus Nationale Suisse
Media Relations Steinengraben 41
Phone +41 61 275 28 11 4003 Basel
Fax +41 61 275 22 21 Switzerland
media.relations(at)nationalesuisse.com www.nationalesuisse.com/media-relations
Key dates
Publication of the annual report 2014 18.03.2015
Disclaimer and exclusion of liability
The purpose of this press release is to inform the public about certain events
or developments arising from the company's business. The information published
in this article is not an advertisement, offer or recommendation to engage in
transactions involving securities or other products of Nationale Suisse or any
other type of transaction. This press release may contain certain forward-
looking statements. Even if these forward-looking statements reflect the opinion
and expectations of Nationale Suisse, a number of risks, uncertainties and other
important factors may lead to actual developments and results differing strongly
from the expectations of Nationale Suisse. It is pointed out expressly that the
statements and projections contained in this press release are selective in
nature. Nationale Suisse provides no guarantee, either explicitly or implicitly,
regarding the accuracy and completeness of the statements and forecasts
published in this press release. Neither Nationale Suisse nor its executive
bodies or senior managers accept any liability for any damage or losses arising
directly or indirectly from the use of this press release. Unless otherwise
provided by applicable binding law Nationale Suisse is under no obligation to
update or amend the statements contained in this press release, be it in
response to new information, future events or any other reasons.
Updated post-publication information is available on our website
www.nationalesuisse.com. You may find further details and forecasts about the
business of Nationale Suisse there.
Press release:
http://hugin.info/100296/R/1875636/661046.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Nationale Suisse via GlobeNewswire
[HUG#1875636]
Unternehmensinformation / Kurzprofil:
Datum: 01.12.2014 - 17:35 Uhr
Sprache: Deutsch
News-ID 356293
Anzahl Zeichen: 10858
contact information:
Town:
Basel
Kategorie:
Business News
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