Definitive Interim Results of CSA’s public tender offer for Alpiq shares

Following the expiry of the offer period of its public tender offer for all publicly held shares of Alpiq Holding AG, Schweizer Kraftwerksbeteiligungs-AG, a subsidiary of CSA Energy Infrastructure Switzerland, announced that it held 89.22 percent of all Alpiq shares as of the end of the offer period. The additional acceptance period will run from 16 to 27 September 2019. The offer is expected to settle on 9 October 2019.

Capital Markets and Transactions XV

(Kapitalmarkt – Recht und Transaktionen XV)
Tuesday, 19 November 2019, Metropol, Zurich

http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_Kapitalmarkt_19.11.2019.pdf

Public Exchange Offer for Panalpina

In the public exchange offer by DSV A/S, Hedehusene, Denmark, for the publicly held shares of Panalpina Welttransport (Holding) AG, listed on SIX Swiss Exchange and headquartered in Basel, Switzerland, a total of 23’379’700 Panalpina shares were tendered into the offer, corresponding to 98.44% of all shares issued by Panalpina. DSV consummated the offer on 19 August 2019. The total value of the transaction is approximately USD 5.5 billion.

Expiration of Swiss Stock Exchange Equivalence and Activated Protective Measure

On 30 June 2019, the European Commission did not extend the so-called equivalence recognition of the Swiss legal framework applicable to stock exchanges. As a reaction, the Swiss Federal Department of Finance activated countermeasures designed to protect Swiss financial market infrastructures, in particular Swiss stock exchanges. This article provides an overview of the events surrounding the equivalence of the legal and supervisory framework applicable to stock exchanges and further discusses key legal considerations relevant to financial market participants.

By Ramona von Riedmatten (Reference: CapLaw-2019-26)

The Rise of Swiss Domestic Covered Bond Programmes

In the recent past, Swiss domestically oriented covered bond structures have become increasingly popular. Under recent successfully established domestic, purely Swiss law governed covered bond structures, Swiss issuers have been able to replicate traditional English law elements of covered bonds under Swiss law, enabling the covered bonds to be assigned a triple-A rating. This article discusses the key features.

By Stefan Kramer / David Borer (Reference: CapLaw-2019-27)

Discontinuation of LIBOR and Swiss Law-Governed Legacy Bonds – Time to Take a Closer Look

LIBOR was – and still is – the dominant reference rate for CHF-denominated floating rate and other variable interest rate bonds. There is still a significant number of outstanding “legacy bonds” with such variable interest rates that have maturities beyond the end of 2021, the announced time for the discontinuation of LIBOR. This article discusses considerations for issuers and bondholder representatives in dealing with such “legacy bonds”.

By René Bösch / Eduard De Zordi / Benjamin Leisinger / Lee Saladino (Reference: CapLaw-2019-28)

Swiss Withholding Tax – Quo Vadis?

On 26 June 2019, the Federal Council approved the objectives and key figures for a withholding tax reform. The Federal Council wants to strengthen the Swiss debt capital market and to extend the safeguard purpose for Swiss individuals. Interest payments to Swiss entities and foreign investors shall be exempt from withholding tax. For Swiss resident individuals, withholding tax shall also be applied on interest from foreign investments if held through a Swiss paying agent. The consultation draft is expected in autumn 2019.

By Alexandra Hirt (Reference: CapLaw-2019-29)

Board Composition and Ownership Structure in Switzerland – The Empirical Evidence

The theory and practice of corporate governance and capital markets suggest that certain organizational structures of listed companies are to be considered superior to others or even best practice. This article critically reviews the mainstream doctrine and reports on the results of my own empirical research on corporate governance of publicly-traded companies with access to capital markets in Switzerland.

By Valentin Jentsch (Reference: CapLaw-2019-30)

Credit Suisse Establishes Covered Bond Programme

Credit Suisse (Schweiz) AG established its CHF 20 billion Covered Bond Programme irrevocably guaranteed as to payments of interest and principal by Credit Suisse (Schweiz) Hypotheken AG and on 16 July 2019 completed its inaugural issuance of CHF 250 million 0.000% Fixed Rate Covered Bonds due 2029 thereunder. The Covered Bonds are indirectly backed by a portfolio of domestic mortgages originated by Credit Suisse Schweiz.

Cembra Money Bank Financing of its Acquisition of cashgate

To finance the purchase price for its acquisition of cashgate and the refinancing of cashgate’s loan portfolio, Cembra Money Bank has sold treasury shares for gross proceeds of CHF 112.8 million in an accelerated bookbuilding and issued CHF 150 million Perpetual Additional Tier 1 Bonds as well CHF 250 million Net Share Settled Convertible Bonds.