SIX Enforcement Actions in 2023
2023 was a fairly busy year for SIX Exchange Regulation (SER), the regulatory body of the SIX Swiss Exchange, in terms of enforcement and sanctions proceedings. 2023 saw a striking increase in enforcement proceedings and investigations compared to 2022. In these proceedings and investigations, SER focused in particular on breaches of the ad hoc publicity rules. While there were already a number of ad hoc publicity related investigations and decisions in 2022, SER concentrated even more of its efforts on ad hoc publicity matters in 2023 with a significant increase in sanctions decisions and newly opened investigations (many of which are still ongoing). As in previous years, SER also continued reviewing and, where necessary, investigating financial reporting of listed companies. Moreover, in 2023 SER also made use of its most far-reaching sanction tool by ordering the delisting of three companies.
By Martina Pavicic / Patrick Schärli (Reference: CapLaw-2023-58)
Reduced Scope of per se Ad Hoc Obligations on SIX
As of 1 February 2024 the current per se Obligation of Issuers having only Bonds listed on SIX Swiss Exchange to publish their Financial Reports by way of an Ad Hoc Announcement is abolished.
By René Bösch / Patrick Schleiffer (Reference: CapLaw-2023-59)
The Continuing Conundrum in Public Tender Offers: Treatment of Participation Plans
The Swiss Takeover Board (“TOB“) applies a relaxed standard to modifications of participation plans concerning the target’s board members and executives (“PPs“). This conflicts with the doctrine of ancillary benefits. In a recent newsletter the TOB seemed to announce a change in the doctrine of modifications to PPs in connection with a public offer so as to align it with the doctrine of ancillary benefits. However, in subsequent orders, the TOB has backtracked on its previous announcement.
By Ralph Malacrida (Reference: CapLaw-2023-60)
UBS Group Ltd’s debut issuance of AT1 Notes
On 13 November 2023, UBS Group Ltd successfully completed its offering of an aggregate of USD 3.5 billion of AT1 Notes. The offering comprised two tranches: USD 1.75 billion of 9.250 per cent. AT1 Notes, which are redeemable at the option of UBS Group Ltd after five years, and USD 1.75 billion of 9.250 per cent. AT1 Notes, which are redeemable at the option of UBS Group Ltd after ten years.
Roche Holdings, Inc.’s Issuance of Senior Notes
On 13 November 2023, Roche Holdings, Inc. successfully completed its issuance of USD 5.5 billion in aggregate principal amount of senior notes, consisting of USD 1.1 billion 5.265% Notes due 2026, USD 1.25 billion 5.338% Notes due 2028, USD 1.25 billion 5.489% Notes due 2030, USD 1.6 billion 5.593% Notes due 2033, and USD 300 million Floating Rate Notes due 2026. The notes are irrevocably and unconditionally guaranteed by Roche Holding Ltd.
Vencora UK Ltd announced public tender offer for Crealogix Holding Ltd
On 16 November 2023, Vencora UK Limited, an indirect subsidiary of Volaris Group Inc. and Constellation Software Inc. (CSI), a Canadian-based international provider of software and services (TSX: CSU), and Crealogix Holding Ltd, a Swiss-based global leader in digital banking technology (SIX: CLXN), jointly announced that they have entered into a definitive transaction agreement, under which Vencora agreed to submit an all-cash public tender offer to acquire all publicly held registered shares of Crealogix for CHF 60 per share, for an aggregate equity value for Crealogix of approximately CHF 84 m. Certain shareholders of Crealogix have concurrently entered into a share purchase agreement with Vencora for the sale of a total of 51.66% of all shares in Crealogix to Vencora.
TEMENOS’s Issuance of CHF 200 m Bonds
On 11 October 2023, TEMENOS issued CHF 200 million bonds. Zürcher Kantonalbank, BNP Paribas (Suisse) SA and BZ Bank Aktiengesellschaft acted as managers. The bonds will be listed on the SIX Swiss Exchange.
City of Geneva’s Issuance of First Green Bonds
In November 2023, the City of Geneva announced that it had issued green bonds for an aggregate principal amount of CHF 140 million. The issuance is a first for the City of Geneva.
Starrag and Tornos’s Merger
The two traditional Swiss precision machine tool manufacturers Starrag and Tornos, both listed at the SIX Swiss Exchange, announced on 26 October 2023 that they entered into a merger agreement. Under the terms of the merger, Tornos will be absorbed by Starrag and the Tornos shares will be exchanged into new listed Starrag shares for which Starrag will increase its share capital. The combined group will have a worldwide geographical presence and will operate under the name StarragTornos Group.
Highlight Event and Entertainment Ltd’s Rights Offering
On 7 November 2023 Highlight Event and Entertainment Ltd, which is listed on the SIX Swiss Exchange, completed a rights offering with net proceeds of CHF 41.2 million. The new shares were subscribed by or placed with existing shareholders, several backstop investors who had previously committed to the subscription by means of commitment letters as well as other private investors. The capital increase was carried out within the capital band by issuing 3.5 million new bearer shares at a subscription price of CHF 12 each by way of cash contributions and by offsetting various loans.