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

Crédit Agricole next bank (Suisse) Covered Bond Programme

On 18 August 2020 Crédit Agricole next bank (Suisse) SA established its first Covered Bond Programme, in a maximum aggregate principal amount of CHF 2 billion, guaranteed as to payments of interest and principal by CAnb (Suisse) Hypothèques SA. An initial series of covered bonds, in an amount of CHF 200 million, due in September 2029, was issued on 18 September 2020 and listed on SIX Swiss Exchange.

Update on Client Adviser Registry and Ombudman’s Offices under the Financial Services Act

On 1 January 2020, the new Financial Services Act entered into effect. Certain of the transition periods are linked to the licensing of new institutions that perform relevant roles under the Financial Services Act. This article provides for an update on the current status and the end of the transition period.

By Benjamin Leisinger (Reference: CapLaw-2020-39)

Exemptions for Trustee and Portfolio Managers under FinIA

Trustees and portfolio managers are subject to a licensing requirement and prudential supervision following the entry into force of the Financial Institutions Act (FinIA) on 1 January 2020. The scope of activity of specific trustees and portfolio managers may, however, be very limited in scope and the requirements of the FinIA may be disproportionate in the light of its purpose in specific cases. The FinIA and the Financial Institutions Ordinance (FinIO) address these cases to some extent by specific exemptions.

By Alexander Greter (Reference: CapLaw-2020-40)

Federal Council proposal of 3 April 2020 to strengthen the Swiss capital market

On 3 April 2020, the Swiss Federal Council opened the consultation procedure for the new proposal to reform the Swiss withholding tax system and the proposal to abolish the transfer stamp duty on trading in certain securities. The consultation period ended on 10 July 2020. The present article provides for an overview over these proposals.

By Stefan Oesterhelt (Reference: CapLaw-2020-41)

Placement of New Shares of Molecular Partners

On 7 July 2020, Molecular Partners announced the placement of 5’528’089 new shares to institutional investors by way of an accelerated book-building process in a private placement. The offer price was set at CHF 14.50 per share. The gross proceeds from the placement amounted to CHF 80.2 million. The proceeds from the capital increase will be used to fund research & development activities as well as for general corporate purposes.

New Anchor Shareholder in MCH Group

On 10 July 2020, MCH Group AG announced a comprehensive set of measures, including a new anchor investor, Lupa Systems LLC, an independent private investment company owned by James Murdoch. In order to strengthen its capital structure and shareholder base and to accelerate its ongoing transformation, MCH Group’s board of directors proposed to its shareholders a capital increase of CHF 104.5 million and an amendment to its articles of association (opting-up clause) enabling Lupa Systems LLC to acquire a holding of over 33.3% and up to 49% of MCH Group without being required to publish a public takeover bid. The proposals were approved by MCH Group’s shareholders on 3 August 2020. However, on 20 August 2020, the Swiss Takeover Board (TOB) ruled that under takeover law the opting-up clause adopted by the shareholders’ meeting is invalid. MCH Group subsequently announced that it is filing an appeal with the Swiss Financial Market Supervisory Authority (FINMA) against the TOB’s ruling.

Swiss Re Update of USD 10 Billion Debt Issuance Programme and Offering of EUR 800 Million Guaranteed Subordinated Notes, as well as SGD 350 Million Guaranteed Subordinated Notes

Swiss Re recently updated its USD 10 billion Debt Issuance Programme, and thereunder issued (i) EUR 800 million Guaranteed Subordinated Fixed Rate Reset Step-Up Callable Notes with a scheduled maturity in 2052 and (ii) SGD 350 million Guaranteed Subordinated Fixed Rate Reset Callable Notes with a scheduled maturity in 2035.

Public Repurchase Offer for Existing Convertible Bonds by Basilea Pharmaceutica Ltd

On 28 July 2020, Basilea Pharmaceutica completed the offering of approximately CHF 97 million 3.25% convertible bonds due 2027 to finance the repurchase of a part of Basilea’s existing convertible bonds due 2022. With the repurchase of part of its existing bonds financed by newly issued bonds, Basilea was able to extend its debt maturity profile and to optimize its debt structure. The reference price for the conversion price of the new convertible bonds was set by the placement of shares in Basilea. Goldman Sachs International and UBS AG acted as Joint Global Coordinators in the placement of the new convertible bonds and as dealer managers in the public repurchase offer of the existing convertible bonds.

Meyer Burger Technology’s Rights Offering

On 29 July 2020, Meyer Burger Technology AG completed a capital increase comprising a rights offering to its shareholders and a private placement to selected investors, resulting in gross proceeds of approximately CHF 165 million. Meyer Burger intends to use the proceeds to finance the strategic transformation from a supplier of photovoltaic production equipment to a manufacturer of solar photovoltaic cells and modules and the related ramp-up of production capacities. Credit Suisse acted as Global Coordinator and Joint Bookrunner and Zürcher Kantonalbank acted as Joint Bookrunner in connection with the rights offering.

Polyphor’s up to CHF 19.3 Million Equity-Linked Financing

On 28 July 2020, Polyphor AG announced that it has entered into an equity-linked financing arrangement with the French company IRIS to raise a gross amount of up to CHF 19.3 million over a period of two years. Under the innovative financing instrument, IRIS will receive Polyphor shares to be created from the company’s conditional capital based on an interest-free mandatory convertible bonds program.