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

Rights Offering of Cavotec SA

On 10 January 2019, Cavotec SA completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 22.4 million. The Cavotec group, with its Swiss holding company listed on Nasdaq Stockholm, is a leading engineering group that designs and manufactures automated connection and electrification systems for ports, airports and industrial applications worldwide. 80.5% of the shareholders of Cavotec SA exercised their subscription rights in the rights offering. The remaining new shares not subscribed were allotted to investors who had subscribed for shares without subscription rights, pursuant to the allocation procedure described in the prospectus of 6 December 2018. The offer price was set at SEK 13 per share.

Acquisition of Medpex’s e-commerce activities by Zur Rose Group

On 18 October 2018, Zur Rose Group AG, Europe’s leading e-commerce pharmacy which is listed on SIX Swiss Exchange, announced that it is acquiring the e-commerce activities of Germany’s third largest online pharmacy medpex. The transaction was subject to regulatory clearances and closed on 4 January 2019.

Santhera Pharmaceuticals Holding Placement of Shares

Santhera Pharmaceuticals Holding AG (Santhera) placed 3,133,334 new shares at an offer price of CHF 7.50 per share. The shares were placed by way of an accelerated bookbuilding procedure in a public offering in Switzerland, in private placements outside of the United States and Switzerland and in private placements within the United States to qualified institutional buyers. The shares were issued under exclusion of the existing shareholders’ subscription rights through an ordinary capital increase resolved by an extraordinary shareholders’ meeting.

Rights Offering of Kuros Biosciences

On 18 December 2018, Kuros Biosciences, a life science company focusing on the development and marketing of orthobiologics, completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 16.1 million. 34.6% of the shareholders of Kuros Biosciences exercised their subscription rights in the rights offering. The remaining new shares not subscribed were placed in the market. The offer price was set at CHF 2.50 per share.

Mirabaud, Octavian and Helvetische Bank acted as Managers.

Note from the Editors

The new Swiss Financial Services Act (FinSA) and Financial Institutions Act (FinIA) were enacted by the Swiss Parliament in June 2018, and are currently expected to enter into effect on 1 January 2020. While the FinSA introduces uniform prospectus rules generally applicable to all offerings of securities in Switzerland and comprehensive rules of conduct for providers rendering financial services in Switzerland, the FinIA introduces the prudential supervision of all financial services providers operating a portfolio or asset management business in Switzerland and uniform licensing requirements for financial intermediaries other than banks and insurance companies. With drafts of the implementing ordinances to the FinSA and FinIA having just been published, we deem it the right time to provide you with an update on this new legislation and a first assessment of the draft implementing provisions.

The editors.

The New Swiss Prospectus Regime

In June 2018 the Swiss Federal Parliament passed the Financial Services Act and the Financial Institutions Act, and on 23 October 2018 the Swiss Federal Council presented the ordinances implementing these acts for public consultation until early February 2019. It is expected that the acts and its ordinances will become effective on 1 January 2020. Modeled largely after the EU prospectus framework, the new prospectus regime marks a veritable paradigm change to Swiss capital market regulation, introducing a number of novelties for issuers of securities in the Swiss market, such as the requirement for an ex ante approval for most financial instruments, coupled with some important long-awaited explicit exemptions from such requirement and the requirement for a prospectus for secondary public offerings.

By Christian Rehm / René Bösch (Reference: CapLaw-2018-56)

The New Reviewing Body

The Financial Services Act establishes a new prospectus regime in Switzerland requiring the publication of a prospectus for public offerings of securities and the admission to trading on a trading venue. It introduces a new regulatory body – the reviewing body (Prüfstelle) – to be authorized by FINMA and responsible for review and approval of prospectuses. This article discusses the setup and operation of such reviewing body, the prospectus requirements and content as well as the review and approval of the prospectus.

By Sabir Sheikh / Peter Probst (Reference: CapLaw-2018-57)

Point of Sale Regulation – Consultation Draft of Financial Services Ordinance: Key Points

The publication for consultation of the draft Financial Services Ordinance represents the last milestone on the road to the new financial services architecture in Switzerland. For all those who aim to optimize the details of the point of sale code of conduct, the consultation to the Draft-FinSO until 6 February 2019 is the last possibility to do so. Considering whether to provide comments to the Draft-FinSO is important because the ordinance specifies a number of key provisions of the FinSA on the point of sale duties. Hereinafter, is an overview of the most important proposed ordinance rules.

By Sandro Abegglen / Luca Bianchi (Reference: CapLaw-2018-58)

Key Investor Document – the flexible brother of the EU PRIIPs KID

On 15 June 2018, the Swiss parliament adopted the Financial Services Act and the Financial Institutions Act, which are expected to enter into force on 1 January 2020. One of the key changes introduced by the Swiss Financial Services Act is the obligation to prepare and make available to retail investors a short document setting out the key information, the so-called key information document (Basisinformationsblatt). The draft implementing ordinances the Federal Council has published on 24 October 2018 contains supplementary provisions on the content, language, layout and scope of the new regulatory leaflet. While the proposed template for the future key information document is almost identical to the EU PRIIPs KID template, the Swiss version of the key information document is far more flexible than its EU equivalent and reflects the pragmatic approach taken by the Federal Council in the draft ordinances to ensure a successful implementation of the new regulatory leaflet.

By Daniel Haeberli (Reference: CapLaw-2018-59)

The Enforcement of Clients’ Rights in the Financial Services Act

The new Financial Services Act will require all providers of financial services to be affiliated with an ombuds institution. This requirement is the only substantially new element remaining from a broad set of proposals to strengthen the enforcement of clients’ rights. Parliament ultimately opposed the introduction of new procedural mechanisms specifically for the financial services industry, such as collective action instruments and changes to the ‘loser pays’ rule.

By Thomas Werlen / Jonas Hertner (Reference: CapLaw-2018-60)