Black-out periods
The SoftwareOne Internal Regulations against Insider Trading, which are published on the company’s intranet, apply to all "Affected Persons" and "Insiders." The term "Affected Persons" includes the following:
- members of the Board of Directors;
- members of the Executive Board;
- assistants of members of the Board of Directors or the Executive management Team;
- other key employees;
- accounting, finance and controlling of the Group;
- employees of Group Companies involved in projects dealing with assignments that may lead to price sensitive information;
- external consultants.
"Insiders" are defined as all persons in possession of Insider Information, this being any confidential information which, if made public, would possibly have a significant effect on the price of the company’s shares, any other securities, derivatives, or other financial instruments derived from such securities that are admitted for trading on a trading venue in Switzerland. The Chief Legal Officer maintains a list containing the names, dates of birth and addresses of all Insiders, as well as the date on which the relevant Insider became an Insider.
Information is considered and remains "non-public" Insider Information until released to the public by the company in compliance with applicable laws and regulations and the listing rules of the SIX Swiss Exchange (the "Listing Rules"), and until the market has had enough time to absorb and evaluate the information. The SoftwareOne Internal Regulations against Insider Trading specify that any person having knowledge of material information may not attempt to "beat the market" by trading simultaneously with or shortly after the official release of such information. The regulations set out that information is deemed absorbed and evaluated by the market by the time of close of markets on the trading day after the information has been publicly released (cooling-off period).
Insiders are prohibited from exploiting Insider Information and must always abstain from:
- trading in the Securities, that is the shares of the company, the shares of any listed Group Company and/or other traded securities to which the Insider Information relates. Trading comprises selling or buying directly or indirectly or in concertation with third parties or otherwise buying or disposing of or entering into any transaction (including any kind of equity linked or derivative transactions) having an economic effect similar to that of a sale or a purchase of Securities or other traded securities;
- encouraging or recommending to any other person, including family members, trustees, and consultants to trade in the Securities or other traded securities.
Insider Information will not be disclosed to any third party, except parties which require such information to carry out their contractual or statutory duties and which are bound by confidentiality agreements (e.g. third party advisors), as well as parties for whom the disclosure of Insider Information is a prerequisite for the entry into a contract (e.g. due diligence access in the context of a merger, acquisition or divestment), in which case such a party must enter into a confidentiality commitment, be informed of the potential price-sensitivity and cautioned not to exploit the information and provided that the company maintains a record of the information that has been disclosed.
As per the SoftwareOne Internal Regulations against Insider Trading neither the company nor any Affected Persons may deal in any Securities for their own account or the account of a related person, including an investment body, during the General Black-out periods, regardless of whether the company or Affected Person is in possession of Insider Information.
The General Black-out periods are:
- from 31 December until the lapse of one SIX trading day following the public release of the company’s annual results;
- from 31 March until the lapse of one SIX trading day following the public release of the company’s first quarter results;
- from 30 June until the lapse of one SIX trading day following the public release of the company’s semi-annual results;
- from 30 September until the lapse of one SIX trading day following the public release of the company’s third quarter results.
Affected Persons not involved in the preparation of the financial results and without access to the information are not subject to the general Black-out periods.
In addition, Special Black-out Periods, as defined in the Internal Regulations against Insider Trading, can be introduced at any time during which trading by persons subject to such Special Black-out Periods is not permitted, irrespective of whether such persons are in possession of Insider Information or not. Any person subject to an applicable Special Black-out Period must not deal in any Securities for their own account or the account of a related person.
All persons that were involved in the Strategic Review conducted by the BoD were subject to Special Black-out periods throughout the negotiation process.