Welcome to CapLaw

CapLaw is the first electronic newsletter providing up-to-date information on legal and regulatory developments, concise articles and reports on deals and events with particular focus on Swiss capital markets. CapLaw is addressed to all Swiss and international lawyers, in-house counsels financial institutions and corporates as well as those who are interested in the Swiss capital markets.

The Editors
René Bösch, Homburger AG
Franca Contratto, University of Lucerne
Thomas Reutter, Advestra AG
Patrick Schleiffer, Lenz & Staehelin
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

Recapitalisation of gategroup

On 26 November 2020 gategroup Holding AG (gategroup, together with its subsidiaries the “Group”) announced that its shareholders, RRJ Capital and Temasek, and all of the Group’s bank lenders under the senior facilities agreement dated 30 November 2018 have agreed to the key terms and conditions of a comprehensive recapitalisation of gategroup and amendments of the Group’s financial indebtedness instruments. As part of the transaction, the shareholders, through their affiliates, have entered into a CHF 200 million senior secured interim liquidity facility with gategroup and will contribute, subject to certain conditions, overall CHF 500 million of new funding. The transaction will allow gategroup to weather the current headwinds caused by the dramatic downturn in travel demand as a result of COVID‑19 and position itself for a post-COVID future as a leaner business. The transaction is conditional on the extension of the maturity of the Group’s CHF denominated bond to February 2027.

Exemptions and Alleviations from the Duty to Publish a Prospectus under FinSA and FinSO – A Practical Perspective

On 1 December 2020, the revised duty to publish an approved prospectus in accordance with the Financial Services Act and the Financial Services Ordinance became fully effective. A remarkable novelty of the new Swiss prospectus regime is the introduced set of explicit exemptions and alleviations from the duty to publish a prospectus, which are largely in line with the Prospectus Regulation (earlier, the Prospectus Directive) of the European Union. This article discusses the exemptions and alleviations from the duty to publish a prospectus under the new Swiss prospectus regime from a practical perspective.

By Valentin Jentsch (Reference: CapLaw-2020-70)

Insurance Supervision Act: Proposed New Rules regarding Distribution of Insurance Products (Point of Sale) and Insurance Intermediaries

On 21 October 2020, the Swiss Federal Council published a message to Parliament (Botschaft) (message-ISA) for a revision of the Insurance Supervision Act (ISA), including a draft of the new provisions (draft-ISA). Among others, the proposed legislation introduces new rules regarding the distribution of insurance products (point of sale), in particular insurance products with investment character (qualified life insurance products), and thereby to some extent aligns the distribution rules with those of the Swiss Financial Services Act (FSA). In addition, the proposed new rules provide for certain far-reaching changes for insurance intermediaries, which affect the scope of their services, their organization and cooperations.

By Bertrand Schott / Simon Bühler (Reference: CapLaw-2020-71)

Partial revision of the Insurance Contract Act

On June 19, 2020, the Swiss Parliament approved the partial revision of the Insurance Contract Act (ICA). The revised ICA will enter into force on 1 January 2022. The following article is intended to provide an overview of some (but not all) of the changes (for the revised ICA see https://www.admin.ch/opc/de/federal-gazette/2020/5661.pdf). References to articles of the ICA are references to the revised law (unless otherwise noted).

By Reto M. Jenny (Reference: CapLaw-2020-72)

The limited qualified investor fund (L-QIF) – an innovation for the Swiss fund and asset management industry

Swiss funds are frequently not investors’ first choice, especially as regards alternative investments for professional investors, where time to market is often crucial. High time and cost pressure means that even Swiss clients often prefer foreign funds. With the L-QIF, Switzerland will have a real alternative designed to strengthen the competitiveness of its fund and asset management industry by increasing the number of collective investment schemes launched in the country. The way has been paved, and it will ultimately be up to the politicians and the Swiss fund and asset management industry itself to make good use of the L-QIF. So far, the outlook is promising. 

By Diana Imbach Haumüller (Reference: CapLaw-2020-73)

EU Capital Markets Recovery Package: Meeting the Economic Challenges of the “COVID-19 pandemic”?

As part of its overall strategy to repair the immediate economic damage triggered by the COVID-19 pandemic, the EU is about to adopt a “Capital Markets Recovery Package”. The aim of the reform is to implement targeted amendments to existing EU capital market rules in order to promote market-based finance as one of the core pillars of the EU’s coronavirus recovery strategy. This article sheds light on the key elements of the proposed reforms and assesses whether these regulatory adjustments may also help to finally advance the highly ambitious EU Capital Markets Union project.

By Franca Contratto (Reference: CapLaw-2020-74)

Onex Sell-Down of SIG Shares

On 1 December 2020 SIG Combibloc announced that Onex Corporation and its affiliates have sold their remaining stake of 32 million shares in SIG representing approx. 10.1% of SIG’s share capital. Following the settlement of the transaction, Onex will cease to be a shareholder of SIG.

LafargeHolcim Issuance of EUR 850 Million Sustainability-Linked Notes

Holcim Finance (Luxembourg) S.A. successfully completed the issuance of
EUR 850,000,000 0.500 per cent. Sustainability-Linked Notes due 2031. The Notes are guaranteed by LafargeHolcim Ltd, the holding company of the LafargeHolcim group. The Notes are the first sustainability-linked notes in the building materials industry aligned to the Sustainability-Linked Bond Principles 2020 published by the International Capital Markets Association, with investors entitled to a higher coupon should LafargeHolcim not achieve its sustainability performance target.

Valora Share Placement

On 16 November 2020 Valora Holding AG successfully completed the private placement of 400,000 newly registered shares sourced from existing authorized capital and 40,000 treasury shares by way of an accelerated bookbuilding. Credit Suisse and UBS acted as Joint Bookrunners.

UBS Issuance of EUR 1.5 Billion Notes

On 5 November 2020, UBS Group AG successfully completed its issuance of
EUR 1.5 billion in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due November 2028 under its Senior Debt Programme. The Notes are bail-inable (TLAC) bonds that are eligible to count towards UBS’s Swiss gone concern requirement.