Capital Markets and Transactions XIV

(Kapitalmarkt – Recht und Transaktionen XIV)

Tuesday, 27 November 2018, Metropol Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_Kapitalmarkt_27.11.18.pdf

21st Zurich Conference on Mergers & Acquisitions

(21. Zürcher Konferenz Mergers & Acquisitions)

Tuesday, 4 September 2018, Lake Side, Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_M_A_04.09.2018_01.pdf

Idorsia Placement of Shares and CHF 200 Million 0.75% Senior Convertible Bonds

Idorsia Ltd successfully placed 11,912,000 new shares by way of an accelerated bookbuilding in a private placement with institutional investors. The placed shares are sourced from the company’s existing authorized share capital and the pre-emptive rights of the existing shareholders have been excluded. The offer price was set at CHF 25.62 per share. Additionally, Idorsia successfully placed CHF 200 million of senior unsecured convertible bonds due 2024 in a private placement with institutional investors.

Vontobel Placement of CHF 450 Million Tier 1 Bonds to fund the acquisition of Notenstein La Roche

Vontobel Holding AG successfully completed the placement of CHF 450 million perpetual additional tier 1 subordinated bonds. The additional tier 1 subordinated bonds were issued at 100% of their nominal amount with an interest of 2.625% until 2023. The proceeds of this capital market transaction will be mainly used to finance the acquisition of Notenstein La Roche Private Bank.

IPO of Klingelnberg

Klingelnberg Ltd, a global leader in developing and manufacturing premium machine tools for bevel gear and cylindrical gear machining and precision measuring centers for gears, successfully priced its IPO and listed its shares on the SIX Swiss Exchange. Trading in the shares started on 20 June 2018. The shares of Klingelnberg were priced at CHF 53 per share, near the upper end of the price range, corresponding to a base offer of CHF 241 million. The offer price implies a market capitalization of approx. CHF 470 million leading to a free float of 56.6% (assuming full exercise of the over-allotment option), whereas the remaining 43.4% remain with the Klingelnberg family as anchor shareholder.

Swiss Re USD 500 Million Senior Exchangeable Notes Offering

Swiss Re Ltd (Swiss Re) has completed an offering of USD 500 million, 6-year senior exchangeable notes, which may be stock settled at the option of Swiss Re or may be exchanged at the option of noteholders for registered shares of Swiss Re, unless Swiss Re elects to settle the exchange of notes in cash. Swiss Re has purchased call options on its own shares, which allow it to settle an exchange by noteholders without issuing new shares.

IPO of Polyphor on SIX Swiss Exchange

Polyphor Ltd, a clinical-stage biopharmaceutical company focused on the discovery and development of innovative antibiotics and other specialty pharma products, successfully priced its IPO and listed its shares on the SIX Swiss Exchange. Trading in the shares started on 15 May 2018. The shares were priced at the upper end of the price range, resulting in gross proceeds of CHF 165 million. The IPO of Polyphor is considered the largest biotech IPO in Switzerland in over 10 years and one of the top three in Europe within the last three years in terms of proceeds raised by an issuer in order to finance the development of its pipeline.

IPO of CEVA Logistics on SIX Swiss Exchange

CEVA Logistics, one of the world’s leading third-party logistics companies, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 4 May 2018. With a market capitalization of CHF 1.6 billion and generating gross proceeds of CHF 821 million, this is so far considered as the largest IPO on the SIX Swiss Exchange for 2018.

New Reporting Obligations for Securities Dealers and Participants of Swiss Trading Venues

On 1 January 2018, FINMA’s new circular 2018/2 on the reporting of securities transactions (“FINMA Circular 18/2”) entered into effect. The purpose of FINMA Circular 18/2 is to implement the reporting obligations set out in the Swiss Financial Market Infrastructure Act (“FMIA”) and to further regulate technical aspects of the reporting obligations. Compared to the previously existing reporting obligations, the FMIA and FINMA Circular 18/2 will bring about a number of significant changes, including the reporting of certain derivatives transactions and reporting of beneficial owners.

By Patrick Schleiffer / Patrick Schärli (Reference: CapLaw-2018-14)

First experiences with the New Disclosure Law

On 1 March 2017, a partial revision of the Ordinance of the Swiss Financial Market Supervisory Authority on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FINMA Financial Market Infrastructure Ordinance, FMIO-FINMA) regarding disclosure of significant shareholdings entered into force. On 3 October 2017, the Disclosure Office of SIX Swiss Exchange (“DO”) published its annual report for 2016 (“DO Annual Report 2016”) which dealt with many of the questions that lead to the partial revision of the FMIO-FINMA.

This article provides an overview of the first experiences with the new disclosure law, in particular in relation to the reporting requirement for parties with the power to freely exercise voting rights and the reasoning that resulted in the partial revision together with some critical thoughts in this context (Section 1). This article also summarizes the practice of the DO regarding the scope of the term “beneficial owner” (Section 3). Furthermore, FINMA recently made some clarifying comments on the reporting system for collective investment schemes in art. 18 FMIO-FINMA, which will be taken up in Section 2.

By Andrea Rüttimann (Reference: CapLaw-2018-15)