Welcome to CapLaw

CapLaw is the first electronic newsletter providing up-to-date information on legal and regulatory developments, concise articles and reports on deals and events with particular focus on Swiss capital markets. CapLaw is addressed to all Swiss and international lawyers, in-house counsels financial institutions and corporates as well as those who are interested in the Swiss capital markets.

The Editors
René Bösch, Homburger AG
Franca Contratto, University of Lucerne
Benjamin Leisinger, Homburger AG
Ralph Malacrida, Bär & Karrer AG
Thomas Reutter, Advestra AG
Patrick Schleiffer, Lenz & Staehelin
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

The First (De-)SPAC in Switzerland: a Case Study

In December 2021, VT5 Acquisition Company AG (VT5), the first Swiss SPAC, was listed on the SIX Swiss Exchange, raising CHF 200 million despite regulatory changes causing a nine-month delay. The subsequent ‘SPAC-winter’, characterized by regulatory scrutiny and an unfavorable economic climate, posed significant challenges, leading to VT5 disclosing difficulties in proceeding with a de-SPAC transaction. Despite these hurdles, VT5 identified R&S International Holding AG (R&S) as an acquisition target, agreeing on a CHF 274 million purchase price. The transaction process involved navigating legal and financial complexities, including securing investor commitments, adjusting to accounting standards, and coordinating a public offering of VT5 shares alongside share redemptions and a subsequently introduced debt component. This intricate de-SPAC transaction was successfully completed in December 2023, amidst challenging market conditions.

By Matthias Courvoisier / Deirdre Ní Annracháin (Reference: CapLaw-2024-01)

Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective

This article provides an overview of the legal requirements and practices concerning forward-looking statements in Swiss debt prospectuses, aiming to serve as a guideline for issuers, legal practitioners, and financial professionals navigating public offerings or listings in Switzerland of debt instruments.

By Benjamin Leisinger (Reference: CapLaw-2024-02)

The Regulatory Agenda for 2024 in Switzerland

Changes in the Swiss financial market over the last two years continue to have a profound impact on regulatory initiatives and legislation in Switzerland. Most notably, the Swiss government used its emergency powers to force a takeover of Credit Suisse by UBS in March 2023 after Credit Suisse suffered significant deposit outflows and a loss of market confidence. This extraordinary intervention spurred questions on the effectiveness of the Too-big-to-fail regime and triggered calls for measures to reestablish confidence in the Swiss financial market. Separately, events including the abolishment of negative interest rates, the substitution of the Swiss Franc LIBOR by SARON, scandals in the international crypto markets and an increased international focus on sustainable finance also continue to affect the regulatory agenda.

By René Bösch / Thomas Werlen (Reference: CapLaw-2024-03)

Management Transactions: Revised SIX Rules Enterinto Effect

On 1 February 2024 SIX’s amended directive on the disclosure of management transactions (DMT) and related changes to the SIX Listing Rules entered into force. Besides a number of procedural and formal changes, the amendments to the DMT focus primarily on related party transactions and introduced a new obligation to report certain follow-on transactions made by related parties. In connection with these amendments to the DMT, SIX Exchange Regulation also published a revised version of its guidelines on management transaction disclosures, setting out its practice and expectations as regards the disclosure of management transactions. SIX listed issuers were only given a short period of time to update their internal regulations and to provide a refresher training to their board members and senior management.

By Daniel Raun / Patrick Schärli (Reference: CapLaw-2024-04)

USD 1 bn Additional Tier 1 (AT1) Notes with Equity Conversion Feature Issued by UBS Group AG 

On 12 February 2024, UBS Group AG successfully completed its offering of USD 1 bn AT1 Notes. The Notes are eligible to fulfill UBS Group AG’s Swiss going concern requirements. While the Notes are initially subject to write-down upon occurrence of a “Trigger Event” or a “Viability Event”, the terms of the Notes provide that, following approval of a minimum amount of conversion capital by UBS Group AG’s shareholders, upon occurrence of such an event, the Notes will be converted into ordinary shares of UBS Group AG rather than be subject to write-down. The Notes are governed by Swiss law and have been provisionally admitted to trading on the SIX Swiss Exchange.

Kinarus Therapeutics Holding AG in Liquidation reverse takeover (RTO) transaction with Curatis AG

On 29 January 2024, Kinarus Therapeutics Holding AG in liquidation (Kinarus) announced that it has entered into a transaction agreement (Transaction Agreement) with Curatis AG (Curatis) regarding a contemplated combination transaction. Curatis is a privately owned specialty pharmaceutical company focusing predominantly on orphan/ultra-orphan diseases and specialty care diseases. Under the terms of the Transaction Agreement, shareholders of Curatis shall exchange each outstanding Curatis share into one newly issued Kinarus share, whereby the consideration consists of approx.

Sale of Operations by Evolva Holding to Lallemand

Following the approval by its shareholders on 28 December 2023, Swiss listed biotech group Evolva sold its operating subsidiary Evolva AG to Danstar Ferment AG, a Swiss affiliate of Lallemand Inc. Evolva Holding SA will seek a delisting of its shares from SIX Swiss Exchange and will commence a dissolution and liquidation of the company.

CHF 600 million Inaugural Bonds Issuance by Barry Callebaut

Barry Callebaut issued CHF 600 million of bonds in two tranches of CHF 225 million with a coupon of 1.95% due in 2028 and CHF 375 million with a coupon of 2.3% maturing in 2032.

CHF 600 million Green Bonds Issued by Volkswagen Financial Services N.V.

Volkswagen Financial Services N.V. (VW) issued two green bonds (CHF 300 million 2.2075% due 2027 and CHF 300 million 2.4925% due 2030) under the lead management of BNP Paribas (Suisse) SA, Commerzbank and Deutsche Bank. This issuance is said to be the largest CHF bond issuance by a foreign corporate issuer since 2021. The net proceeds are to be used to finance and/or refinance eligible “green projects” in connection with vehicles with zero exhaust emissions within the meaning of the “Green Finance Framework” (GFF) of the Volkswagen Financial Services AG Group dated August 2023.

EUR 1.25 bn Callable Senior Notes Issuance under Senior Debt Programme by UBS Group AG

On 8 and 9 January 2024, respectively, UBS Group AG successfully completed its issuance of USD 1.75 bn in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due February 2030 and USD 2.25 bn in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due February 2035 as well as EUR 1.25 bn in aggregate principal amount of 4.125 per cent. Fixed Rate/Fixed Rate Callable Senior Notes due June 2033 under its Senior Debt Programme. The Notes are bail-inable (TLAC) bonds that are eligible to count towards UBS Group AG’s Swiss gone concern requirement. The Notes are governed by Swiss law and have been provisionally admitted to trading on the SIX Swiss Exchange.