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

Sale of Sika Shares for CHF 2.56 Billion

Saint-Gobain’s subsidiary Schenker-Winkler Holding AG (“SWH”) successfully sold its 10.75% stake in Sika for CHF 2.56 billion. The shares were placed via a private placement to qualified institutional investors by way of an accelerated book-building process (“ABB”).

Position Paper on Legends and Selling Restrictions for Cross-Border Offerings of Securities (excluding Collective Investment Schemes and Structured Products) into Switzerland under the Prospectus Regime of the Swiss Financial Services Act

(Reference: CapLaw-2020-13)

“What are you, and if so, how many?” – Considerations on Compliance with the new 500-Investor Rule in Practice

Under the newly enacted Financial Services Act (FinSA), a prospectus is not required if a public offer of securities is directed at less than 500 investors. This article considers the new 500-investor rule from a practical perspective and proposes guidelines for potential offerors who wish to rely on it.

By David Weber (Reference: CapLaw-2020-14)

Sustainability Considerations in Debt Finance Transactions

The financial sector plays an important role in addressing climate change issues. While it is recognized that climate change can have an impact on financial stability, the financial sector can contribute to a reduction in greenhouse gas emissions. This article provides an overview of the various green / sustainable financing methods and their main characteristics, and summarizes recent developments in financial law and regulation to strengthen credibility of and faith in sustainable financial products.

By Charlotte Rüegg (Reference: CapLaw-2020-15)

Signing Documents in Times of Covid-19

A modern interpretation of the writing requirements under the Swiss Code
of Obligations

By Christiana Fountoulakis (Reference: CapLaw-2020-16)

Santhera Pharmaceuticals Equity-Linked Financing Transaction

Santhera Pharmaceuticals Holding AG entered into an equity-linked financing arrangement with IRIS in the initial gross amount of up to CHF 12 million over 12 months, with the option to extend by another CHF 12 million over another 12 months, providing Santhera with a liquidity line which can be tapped if certain conditions are satisfied.

ams AG Capital Increase to Finance Acquisition of OSRAM

On 3 April 2020, ams AG completed a capital increase by way of a rights offering raising gross proceeds of approximately CHF 1.75 billion. The proceeds will be used to partially finance the acquisition of OSRAM Licht AG. The banking syndicate was led by HSBC and UBS acting as joint global coordinators. In addition, ams entered into a bridge facility agreement for the purpose of securing the financing of the acquisition and sold treasury shares by way of a private placement.

Zur Rose Group Issuance of CHF 175 Million Convertible Bonds

Zur Rose Group, Europe’s largest e-commerce pharmacy, successfully placed CHF 175 million 2.75% bonds due 2025 convertible into shares of Zur Rose Group AG. The bonds were issued at 100% of their principal amount and will mature on 31 March 2025. The proceeds will be used, among others, to rapidly adjust to the significantly increased levels of demand for vital medication offered by online pharmacies since the beginning of the COVID-19 crisis. Merrill Lynch International and UBS AG acted as Joint Global Coordinators and Joint Bookrunners.

Credit Suisse Issuance of USD 3 billion and EUR 2 Billion Bail-inable Notes

Credit Suisse Group AG issued USD 3 billion 4.194% Fixed Rate/Floating Rate Senior Callable Notes due 2031 under its U.S. Senior Debt Program and issued EUR 2 billion 3.250% Fixed Rate Reset Senior Callable Notes due 2026, in each case under its Euro Medium Term Note (EMTN) Programme. These transactions were consummated on April 1 and April 2, respectively. The Notes are bail-inable bonds that are eligible to count towards Credit Suisse’s Swiss gone concern requirement and will be listed in the SIX Swiss Exchange.

Santhera’s up to CHF 24 Million Equity-Linked Financing

Santhera Pharmaceuticals Holding AG announced that it has entered into an equity-linked financing arrangement with IRIS (France) in the initial gross amount of up to CHF 12 million over 12 months, with the option to extend by another CHF 12 million over another 12 months. This innovative financing instruments provides Santhera with a liquidity line which can be tapped if certain conditions are satisfied.