Supervision of Portfolio Managers and Trustees

Under the new Financial Institutions Act (FinIA) entering into force on 1 January 2020, portfolio managers and trustees will have to apply for a license with the Swiss Financial Market Supervisory Authority (FINMA) and become subject to ongoing prudential supervision by new supervisory organizations (SO). After the Swiss parliament passed the new legislation in June 2018, the Swiss Federal Department of Finance (FDF) released its draft implementing ordinance (Draft-FinIO) for consultation in October 2018. On 6 November 2019, the Federal Council adopted the final version of the Financial Institutions Ordinance (FinIO) as well as the implementing ordinance to the new Financial Services Act, and set the entry into force of the new regulation for 1 January 2020. The final FinIO contains various relevant changes for portfolio managers and trustees compared to the Draft-FinIO. Against the background of the imminent entering into force of the new legislation, the purpose of this article is to provide a summary of the license requirements for portfolio managers and trustees as well as the applicable transitional periods.

By Patrick Schleiffer / Ramona von Riedmatten  (Reference: CapLaw-2019-58)

Sunrise terminates SPA with Liberty Global

On 13 November 2019, Sunrise Communications Group AG announced that it had canceled the share purchase agreement with Liberty Global in connection with its proposed acquisition of UPC Switzerland. 

CRISPR Therapeutics AG public offering of an aggregate 4,887,500 common shares

On 20 November 2019, CRISPR Therapeutics AG launched its public offering of an aggregate 4,887,500 common shares on Nasdaq raising approximately USD 315.2 million. CRISPR Therapeutics is a leading gene editing company based in Zug, Switzerland, focusing on developing transformative gene-based medicines for serious diseases based on its proprietary CRISPR/Cas9 technology.

Jacobs Holding completes the placement of Barry Callebaut Shares

Jacobs Holding AG successfully placed 550,000 shares (approx. 10%) in Barry Callebaut AG by way of an accelerated bookbuilding process and a simultaneous private placement. Jacobs Holding thus diversified its portfolio while remaining Barry Callebaut’s reference shareholder with a stake of approximately 40%. Jacobs Holding is an investment company founded by entrepreneur Klaus J. Jacobs. The only economic beneficiary of Jacobs Holding is the Jacobs Foundation, one of the world’s leading charitable foundations for the promotion of development opportunities for children and young people.

Canton of Geneva issued a Green Bond

On 28 November 2019 the Canton of Geneva issued green bonds listed on the SIX Swiss Exchange in an aggregate amount of CHF 660 million. The issuance was made according to the Green Bond Principles published by the International Capital Market Association, and divided into three respective tranches of CHF 175 million with a maturity in 2028, CHF 200 million with a maturity in 2039 and CHF 285 million with a maturity in 2032.

WisdomTree Issuer X Limited launched one of the world’s first crypto index ETP listed on a regulated stock exchange

On 3 December 2019, WisdomTree Issuer X Limited was recognized by the SIX Swiss Exchange as a new Exchange Traded Product (ETP) issuer to its trading segment and, launched one of the world’s first crypto index ETP listed on a regulated stock exchange. The ETP is investing in Bitcoin.

Kuros Biosciences completes rights offering

On 6 December 2019, 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. 36.3% of the shareholders of Kuros Biosciences exercised their subscription rights in the rights offering. 2,818,718 of the remaining shares not subscribed were preferably allocated to Optiverder B.V. and further remaining shares were placed in the market. The offer price was set at CHF 1.95 per share.

SCHMOLZ + BICKENBACH AG launches its rights offering

SCHMOLZ + BICKENBACH’s rights offering that launched on 10 December 2019. On 2 December 2019, the extraordinary shareholders’ meeting of SCHMOLZ + BICKENBACH approved a capital increase of at least CHF 325 million through the issuance of up to 2,953,125,000 new registered shares, and a simultaneous reduction of the nominal value of the existing registered shares from CHF 0.50 per share to the level of the offer price, which is expected to be one of CHF 0.20, CHF 0.25 or CHF 0.30 per new share. The gross proceeds from the capital increase are envisaged to be at least CHF 325 million. The listing and first day of trading of the new registered shares on SIX Swiss Exchange are expected to take place on 9 January 2020.

Seminar: 17th Annual Zurich Stock Corporation Conference (17. Zürcher Aktienrechtstagung)

3 March 2020, Zurich

Seminar: 10th Annual Zurich Conference on Responsibility in Corporate Law (10. Zürcher Tagung zur Verantwortlichkeit im Unternehmensrecht)

11 February 2020, Zurich