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
Thomas Reutter, Bär & Karrer AG
Patrick Schleiffer, Lenz & Staehelin
Peter Sester, University of St. Gallen
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

Practice of the Swiss Financial Market Authorities for Financing Banks

While the entry into force of the Financial Market Infrastructure Act (FMIA) on 1 January 2016 has brought a number of substantial changes to the Swiss disclosure rules, in particular with regard to the reporting of discretionary voting power related to equity securities, the takeover provisions contained therein have largely remained unchanged. This article examines the exemptions from (1) the disclosure duties related to significant shareholdings and (2) the duty to make an offer granted by the financial market authorities to the banks that provide financing facilities.

By Julia Tolstova / Olivia Biehal / Aurèle Bertrand (Reference: CapLaw-2018-29)

Legal Issues in relation to the Transfer of Tokens

The reliable and easy transfer of assets on a blockchain is a key prerequisite for the economic exploitation and development of new technologies. Asset transfers currently occur through the use and transfer of tokens. If tokens contain a claim against the issuer (e.g. the right to use certain services), then claims under applicable Swiss law must be transferred by way of assignment in accordance with article 164 et seq. CO, provided the tokens are not securitized or issued as book-entry securities.

This is the English translation of the article published by the authors in the IT Jusletter on 24 May 2018 which has been derived from the Position Paper on the legal classification of ICOs published by the Blockchain Taskforce of the Swiss Federal Council in April 2018.

By Rolf H. Weber / Salvatore Iacangelo (Reference: CapLaw-2018-30)

An Update on International Arbitration and Financial Institutions

Unlike other sectors, the financial sector has been reluctant to embrace international arbitration for resolving finance disputes. The ICC Commission on Arbitration and ADR created the Task Force on Financial Institutions to study the concerns of financial institutions. The study’s findings were published in a report in December 2016. This article builds on the findings of said report and provides an update on the status of international arbitration in the financial sector.

By Thomas Werlen / Jascha Trubowitz (Reference: CapLaw-2018-31)

Untrue or Incomplete Information in Offer Prospectus

On 22 November 2017, the Swiss Takeover Board issued a ruling regarding untrue or incomplete information with respect to the offeror contained in the offer prospectus published by HNA in connection with the public tender offer for all shares in gategroup.

By Hans-Jakob Diem / Andreas Hinsen (Reference: CapLaw-2018-32)

IPO of Klingelnberg

Klingelnberg Ltd, a global leader in developing and manufacturing premium machine tools for bevel gear and cylindrical gear machining and precision measuring centers for gears, successfully priced its IPO and listed its shares on the SIX Swiss Exchange. Trading in the shares started on 20 June 2018. The shares of Klingelnberg were priced at CHF 53 per share, near the upper end of the price range, corresponding to a base offer of CHF 241 million. The offer price implies a market capitalization of approx. CHF 470 million leading to a free float of 56.6% (assuming full exercise of the over-allotment option), whereas the remaining 43.4% remain with the Klingelnberg family as anchor shareholder.

Issue of Senior Exchangeable Notes with Issuer Stock Settlement by Swiss Re

On 20 June 2018, Swiss Re Ltd completed an offering of USD 500 million 6-year senior exchangeable notes, which may be stock settled at the option of Swiss Re or may be exchanged at the option of noteholders for registered shares of Swiss Re, unless Swiss Re elects to settle the exchange of notes in cash. Swiss Re has purchased call options on its own shares, which allow it to settle an exchange by noteholders without issuing new shares.

Placement of Senior Convertible Bonds by Sika and Creation of Unitary Shares

On 15 May 2018, Sika AG completed the placement of CHF 1,650 million senior convertible bonds due 2025 to be listed on the SIX Swiss Exchange. The convertible bonds were provisionally allocated to investors participating in an institutional book building. The allocation is subject to claw back by existing shareholders who may exercise their subscription rights. The offering closed on 5 June 2018.

IPO of Polyphor

Polyphor Ltd, a clinical-stage biopharmaceutical company focused on the discovery and development of innovative antibiotics and other specialty pharma products, successfully priced its IPO and listed its shares on the SIX Swiss Exchange. Trading in the shares started on 15 May 2018. The shares were priced at the upper end of the price range, resulting in gross proceeds of CHF 155 million.

IPO of CEVA Logistics

CEVA Logistics, one of the world’s leading third-party logistics companies, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 4 May 2018. With a market capitalization of CHF 1.6 billion and generating gross proceeds of CHF 821 million, this is so far considered as the largest IPO on the SIX Swiss Exchange for 2018. In addition, CMA CGM, the third largest container shipping group in the world, has committed to make a strategic cornerstone investment in CEVA Logistics by purchasing CHF 379 million of mandatory convertible securities which will convert into shares of CEVA Logistics once certain regulatory approvals have been obtained. Simultaneously with the IPO, CEVA Holdings, the former holding company of the CEVA group, migrated from the Marshall Islands to Switzerland by way of a cross-border merger with CEVA Logistic as the surviving company.

Corporate Governance for Banks – Legal and Regulatory Requirements and Best Practices

Friday, 10 August 2018, CS Forum St. Peter, Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Vortrag_Spezial_10.08.18_.pdf