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.
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
Revised Rules on Anti-Bribery and Corruption Law – Increased Duties for Companies and Their Boards of Directors
On 1 July 2016 revised rules on anti-bribery and corruption law entered into force. The revisions aim at improving the basis to combat corruption in the business sector (so-called private sector bribery). Notably, individuals and companies may be punished cumulatively. Under the new rules, companies and their boards of directors should take appropriate internal measures to prevent private sector bribery.
By Tino Gaberthüel (Reference: CapLaw-2016-24)
On 11 May 2016, the Swiss Federal Council adopted an amendment to the Capital Adequacy Ordinance which sets out the new capital requirements for systemically important banks and introduces a new gone concern requirement for globally systemically important banks in line with G20 standards as promulgated by the Financial Stability Board. It further defines the required features for capital instruments qualifying for the gone concern requirement (so-called “Bail-in Bonds”) and sets out grandfathering provisions for outstanding instruments. The revised Capital Adequacy Ordinance came into effect on 1 July 2016, subject to phase-in and grandfathering provisions as described hereinafter.
By Daniel Hulmann / Stefan Kramer / Benjamin Leisinger (Reference: CapLaw-2016-25)
July 2016 will see the entry into force in member states across the EU of Regulation (EU) No 596/2014, the so-called Market Abuse Regulation or MAR to replace the outgoing Market Abuse Directive. As set out in its recital (5), MAR removes a number of “divergences between national laws”. The EU legislator found it necessary to “adopt a Regulation establishing a more uniform interpretation of the Union market abuse framework, which more clearly defines rules applicable in all Member States.”
By Thomas Werlen / Matthias Wühler (Reference: CapLaw-2016-26)
Emissions- und Finanz AG (EFIAG) is an issuance platform which is owned by 14 Swiss banks and the purpose of which is exclusively to issue bonds and grant loans to the participating banks from the proceeds of the bonds. This enables small and midsized banks to finance themselves indirectly in the capital market by means of this platform.
On 6 May 2016, EFIAG issued its first bond, lead managed by Bank Vontobel AG and Regiobank Solothurn AG. It is a fixed rate bond in an amount of CHF 100 million, paying an annual interest of 0.375%. and with a duration of 5 years.
With its successful inaugural bond issuance, the platform has introduced itself in the market and provides the participating banks with an innovative way to finance themselves in the capital market efficiently and in a tailor-made way to meet their respective financing requirements.
EFG International AG conducts CHF 295 million rights offering in connection with the proposed acquisition of BSI SA
On 11 May 2016, EFG International AG, a global private banking group offering private banking and asset management services headquartered in Zurich, announced the results of its rights offering further to the ordinary share capital increase approved by the Annual General Meeting on 29 April 2016.
46,465,975 new shares were subscribed for by existing shareholders in the rights offering, and 1,700,000 new shares were purchased by investors in the international offering, resulting in a total amount of 48,165,975 new shares. Based on the offer price of CHF 6.12 per new share, EFG International raised gross proceeds of approximately CHF 295 million. The listing of the new registered shares became effective on 13 May 2016.
This transaction was part of the overall financing of the acquisition of BSI SA. Post-closing of the acquisition of BSI SA, EFG Bank European Financial Group SA (EFG Group) and BTG Pactual are expected to own a stake in EFG International of 44.4% and 30.0%, respectively.
On 11 May 2016, the Swiss Capital Group successfully launched the Swiss Capital Investment Foundation I. In this context, two innovative investment groups in the asset class Private Debt (Private Debt Allocator I and II) were launched. The setting-up of the investment foundation comprised a regulatory product approval proceeding before the Occupational Pension Supervisory Commission (OPSC).
Bellevue Group conducts CHF 33 million rights offering in connection with the acquisition of German-based asset manager StarCapital
On 25 April 2016, Bellevue Group, an independent Swiss financial boutique listed on the SIX Swiss Exchange (ticker symbol: BBN) and headquartered in Küsnacht, Switzerland, announced the result of its rights offering with Bank am Bellevue as lead manager to finance the acquisition of German-based asset manager StarCapital and to maintain its strategic flexibility. Based on an offer price of CHF 11.00 per share, Bellevue Group raised gross proceeds of approximately CHF 33 million. The listing of the new shares became effective on 26 April 2016. The acquisition of StarCapital was closed on 6 June 2016.
Many listed companies are seeking “on-demand” capital solutions that are tailor made to their specific needs. These companies often enter into arrangements with an institutional investor, whereby the company has the right to call specified amounts of cash from the investor against issuance or delivery of a certain amount of shares in return. Such arrangements are often referred to as “equity lines”, “equity distribution agreements” or “share subscription facilities”. This article explores how such agreements are best structured for Swiss listed and incorporated issuers from both a corporate and a capital markets perspective.
By Thomas Reutter / Annette Weber (Reference: CapLaw-2016-18)
Amended Swiss Rules regarding Disclosure of Significant Shareholdings in Listed Companies in Switzerland
On 1 January 2016, revised regulations regarding the disclosure of significant shareholdings in listed Swiss companies or non-Swiss companies with their primary listing in Switzerland entered into effect. In most respects, the new law restated the former regulations. However, the legislation also introduced some significant changes and imposes important new disclosure obligations, in particular upon asset managers who discretionarily exercise the voting rights of the shares held or managed on behalf of their clients.
By Hans-Jakob Diem (Reference: CapLaw-2016-19)
This article summarises two decisions of the Swiss Takeover Board regarding the recently announced takeover offer for Kuoni by EQT, which, inter alia, contain relevant guidance in relation to the so-called “Minimum and Best Price Rules” and “irrevocables”. In addition, during the first quarter of 2016 the Swiss Takeover Board has passed a noteworthy decision in relation to EFG International concerning the non-existence of a tender offer duty in connection with the entry into a shareholders agreement.
By Philippe Weber / Thomas Brönnimann (Reference: CapLaw-2016-20)