New Regulatory Guidelines on Operational Risks and Remuneration Schemes for Banks, Securities Dealers and Financial Groups/Conglomerates

On 1 November 2016, FINMA published the revised circulars 2008/21 on “Operational risks – banks” and 2010/1 on “Remuneration schemes” which both have been revised in the context of the new FINMA circular 2017/1 “Corporate governance – banks”. The most significant changes pertain to i) the adoption of minimum requirements for the regulation of IT and cyber risks in the revised circular 2008/21 as well as ii) a narrowed scope of application and the prohibition of hedge transactions in the revised circular 2010/1. Both revised circulars will enter into force on 1 July 2017.

By Peter Ch. Hsu / Sandro Fehlmann (Reference: CapLaw-2017-26)

PRIIPs: Potential Impact on Plain Vanilla Bond Market

Most Swiss financial service providers have been aware of, and have been preparing for, the effect the new EU regulation on key information documents for packaged retail and insurance-based investment products or “PRIIPs” will have on the offering of structured products and other complex financial products. However, recent attention in connection with the medium term note program update season in Europe has been paid to potential effects that the regulation may have on the offering of plain vanilla bonds and the corporate bond market generally. This article discusses these potential effects, including those that may be of particular importance to the Swiss financial market.

By Lee Saladino / Andreas Josuran (Reference: CapLaw-2017-27)

SIX Swiss Exchange adapts new Regulations regarding Sustainability Reporting and further Disclosure Obligations

In response to the growing trend of sustainability reporting as an additional component of annual reporting, the Regulatory Board of the SIX Swiss Exchange has decided to issue new regulations regarding sustainability reporting. In addition, new disclosure rules have been adapted for publicly disclosed buyback programmes, redemption of own units by real estate funds and net asset value disclosure by collective investment schemes. The changes will enter into force on 1 July 2017.

By Adam El-Hakim (Reference: CapLaw-2017-28)

FINMA recognizes REGIS-TR as the first foreign trade repository

On 3 April 2017, FINMA officially announced the recognition of REGIS-TR as the first foreign trade repository for the purpose of derivatives trading under the Swiss Federal Markets Infrastructure Act in Switzerland.

IPO of Galenica Santé

Galenica (expected to be renamed Vifor Pharma) has sold its shares in Galenica Santé by way of an initial public offering (IPO) on the SIX Swiss Exchange. The IPO volume was CHF 1.9 bn making it the largest IPO announced in Europe so far this year. The shares of Galenica Santé (ticker symbol: GALE) were priced at CHF 39.00.

Capital Increase of Credit Suisse Group

On 25 April 2017, Credit Suisse Group AG announced that it plans to issue new shares in a total amount of approximately CHF 4 bn (excluding the issuance of any new shares from the exercise of rights allotted on shares received as scrip dividend) by way of a rights offering to existing shareholders underwritten by a banking syndicate. The capital increase was subject to shareholder approval in an extraordinary general meeting held on 18 May 2017. Closing has occurred on 8 June 2017.

Helvetia issues EUR 500 m hybrid bonds via a repack structure

On 11 April 2017, Helvetia Schweizerische Versicherungsgesellschaft AG (Helvetia) successfully issued EUR 500 m hybrid bonds. Helvetia made use of a repack structure whereby issuers domiciled in Switzerland may access international debt capital markets free of withholding tax. Helvetia placed loan notes (the Loan Notes) governed by Swiss law and guaranteed on a subordinated basis by Helvetia Holding AG to a
multi-issuance vehicle domiciled in The Netherlands, which in turn issued secured notes (the Secured Notes) governed by English law and secured by the claims under the Loan Notes. The Secured Notes were placed with investors in the international debt capital markets and will be listed on the Irish Stock Exchange.

Rights Offering of Lonza

On 12 May 2017, Lonza Group completed a capital increase by way of a rights offering raising gross proceeds of approximately CHF 2.25 bn. The proceeds will be used to partially finance the acquisition of Capsugel. The rights offering has been fully underwritten by a banking syndicate.

Merger between Clariant and Huntsman

On 22 May 2017, Clariant AG and Huntsman Corporation announced that the companies have entered into a definitive agreement to combine in an all-stock cross-border “merger of equals”. The combination of both companies will create a leading global specialty chemicals company with a combined enterprise value of approximately USD 20 bn.

The transaction shall be structured as a cross-border reverse triangular merger with Clariant remaining as the parent company, which shall be renamed HuntsmanClariant Ltd. As a result of the transaction, the current Clariant and Huntsman shareholders would be expected to own approximately 52% and 48% of HuntsmanClariant. The shares of the new company will have a dual direct listing on the SIX Swiss Exchange and on the New York Stock Exchange.

Fibi Bank (Switzerland) completes the sale of its banking relationships and clients’ assets to CBH Compagnie Bancaire Helvétique

On 2 June 2017, Fibi Bank (Switzerland) Ltd (Fibi), a subsidiary of The First International Bank of Israel Ltd, and CBH Compagnie Bancaire Helvétique SA (CBH) completed the sale and transfer of Fibi’s banking relationships and clients’ assets to CBH.