The right to file an objection allows a shareholder who holds at least three percent of the voting rights to have party status in an administrative legal procedure before the Takeover Board and to file requests.
1. Qualified shareholders
A shareholder who holds at least three percent of the voting rights of an offeree company, irrespective of whether they are exercisable (qualified shareholder), has party status in a procedure if he or she makes a request to the Takeover Board according to Art. 57 TOO or if he or she files an objection according to Art. 58 TOO (Art. 139 (3) FMIA, Art. 56 (3) TOO).
The investment of at least three percent must have been made from the following points on (Art. 56 (4) TOO):
- in the procedures regarding the examination of the offer (Art. 59 and 60 TOO): from the publication of the pre-announcement
or, if no pre-announcement was published, from the publication of the offer prospectus;
- in all other procedures (Art. 61 TOO): from the publication of the first decision.
2. Request to qualify as a party
A request from a qualified shareholder to qualify as a party must be received by the Takeover Board within five trading days
- from the date of publication of the offer prospectus or, if the dispositive part of the Takeover Board's first decision on the offer is published before the offer prospectus, after publication of that decision; or
- in all other procedures from the publication of the first decision in this procedure (Art. 61 TOO).
At the same time as the request is made, proof of the investment must be furnished.
A qualified shareholder who has yet to participate in the proceedings may file an objection with the Takeover Board:
- against the first decision issued by the Takeover Board on the offer within five trading days of the publication of the decision;
- in all other procedures (Art. 61 TOO) within five trading days of the publication of the decision.
The objection must contain a formal request, a summary of the legal grounds, and proof of the investment in accordance with Art. 56 (3) and (4) TOO.
Unless stated otherwise, the proceedings of the Takeover Board are governed by the provisions of the Federal Act on Administrative Proceedings of 20 December 1968 (SR 172.021).