Annual Report 2024

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:

“Insiders” are defined as all persons in possession of Insider Information, this being any confidential information which, if made public, might 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 sufficient 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 specify that information is deemed absorbed and evaluated by the market by 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:

Insider Information will not be disclosed to any third party, except parties that require such information to carry out their contractual or statutory duties and that 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 entering 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 the company must maintain a record of the information disclosed.

Under the SoftwareOne Internal Regulations against Insider Trading, neither the company nor any Affected Persons may deal in any Securities for their own account or that of a related person, including an investment body, during the General Black-out periods, regardless of whether the company or Affected Person possesses Insider Information.

The General Black-out periods are:

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 involved in the strategic review until early 2024 or in the evaluation of a potential going private transaction and/ or the potential acquisition of the Crayon Group, both of which were conducted by the BoD, were subject to Special Black-out Periods throughout the negotiation process.

Information policyChanges of control and defence measures

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