Author Archives: CapLaw

Seminar: FinTech 4.0

(Das FINternet)

28 March 2019, Metropol Zürich

Rights Offering of ARYZTA

On 19 November 2018, ARYZTA, a global food business with a leadership position in speciality bakery, completed a capital increase by way of a rights offering structured as a volume underwriting in the amount of approximately CHF 900 million. 97.4% of the shareholders of ARYZTA exercised their subscription rights in the rights offering. The new shares not subscribed were placed in the market.

SIG Combibloc Group IPO on SIX Swiss Exchange

SIG Combibloc Group, a leading provider of aseptic carton packaging solutions for the food and beverage industry, sucessfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 28 September 2018. The offering consisted of a base offering of both new and existing shares and a fully exercised over-allotment option of additional existing shares. The shares priced at CHF 11.25 per share, implying a total market capitalization of approximately CHF 3.6 billion.

Credit Suisse Group AG Issuances of Tier 1 Contingent Write-down Capital Notes

Credit Suisse Group AG (CSG) completed the issuances of CHF 300 million 3.5 per cent. Perpetual Tier 1 Contingent Write-down Capital Notes and USD 1.5 billion 7.250 per cent. Perpetual Tier 1 Contingent Write-down Capital Notes on 4 September and 12 September 2018, respectively. The Notes are “high trigger” regulatory capital instruments that are eligible to fulfill CSG’s Swiss going concern requirements, featuring a full contractual write-down if (among other events) CSG’s consolidated common equity tier 1 capital falls below 7 per cent. of its consolidated risk weighted assets. The Notes are traded on the SIX Swiss Exchange. Since the Notes are eligible to fulfill Swiss going concern requirements, they also qualify for an exemption from the Swiss withholding tax that would normally be applicable to bonds directly issued by the Swiss-domiciled CSG.

Leonteq AG Completes Rights Offering

On 3 August 2018, Leonteq AG, a SIX Swiss Exchange listed independent expert for structured investment products and long-term savings and retirement solutions, completed the issuance of 2,989,593 new shares from existing authorized capital in a fully underwritten rights offering. The offering generated net proceeds of approx. CHF 118 million which Leonteq intends to use to further strengthen its capital base in order to facilitate and support the continued growth of its business. The new shares were listed and first traded as of 3 August 2018.

Tender Offer for Bank Cler by Cantonal Bank of Basel

On 2 August 2018, the Cantonal Bank of Basel, which already holds 77.52% of the share capital and the voting rights of Bank Cler Ltd., published the offer prospectus regarding its public tender offer for all publicly held bearer shares of SIX Swiss Exchange listed Bank Cler following the publication of a pre-announcement in June 2018. On the basis of the results of the fairness opinion of an independent expert, the board of directors of Bank Cler recommended to its shareholders to accept the offer at CHF 52 per share. Based on the indicative timetable the offer, if declared successful, is expected to be settled on 17 October 2018.

AC Immune SA Rights Offering and Public Offering

On 23 July 2018, AC Immune SA, a Swiss-based, clinical-stage biopharmaceutical company focused on neurodegenerative diseases, completed the placement of 8.5 million newly issued shares for gross proceeds in the amount of approx. USD 99.9 million. The offering SEC-registered subscription rights offering to the company’s eligible shareholders and a simultaneous SEC-registered public primary offering to institutional investors of any shares not subscribed for by eligible shareholders in the subscription rights offering.

5th Symposium on Compliance in the Financial Services Industry

(5. Tagung zur Compliance im Finanzdienstleistungsbereich)

Tuesday, 13 November 2018, Lake Side, Zurich

Capital Markets and Transactions XIV

(Kapitalmarkt – Recht und Transaktionen XIV)

Tuesday, 27 November 2018, Metropol Zurich

Swiss Prime Site Rights Offering

On 28 September 2018, Swiss Prime Site, the largest publicly listed real estate investment company in Switzerland, completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 320 million. 97,7% of the shareholders of Swiss Prime Site exercised their subscription rights in the rights offering.