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
Benjamin Leisinger, Homburger AG
Ralph Malacrida, Bär & Karrer AG
Thomas Reutter, Advestra AG
Patrick Schleiffer, Lenz & Staehelin
Philippe A. Weber, Niederer Kraft & Frey AG
Thomas Werlen, Quinn Emanuel Urquhart & Sullivan, LLP

Placement of USD 1.6 Billion Senior Notes by Chubb

On 15 September 2021, Chubb INA Holdings Inc. has priced the offering of USD 600 million Senior Notes due 2051 with an interest rate of 2.850% and USD 1 billion Senior Notes due 2061 with an interest rate of 3.050%. The Senior Notes are unconditionally guaranteed by Chubb Limited, Zurich, Switzerland, and are registered on NYSE. The underwriters were represented by BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC.

Note Repackaging of USD 15 Million in Common Shares of Acronis

Renaissance Capital, an investment firm with a focus on emerging markets, sponsored the repackaging transaction and acted as a dealer for the notes. E.M.I.S. Finance B.V., a Dutch limited recourse investment vehicle, issued secured notes in the aggregate amount of approx. USD 15 million and purchased the respective number of common shares in Acronis AG as the underlying securities.

Tecan issues CHF 250 million inaugural straight bond

Tecan Group Ltd. (SIX Swiss Exchange: TECN) successfully issued CHF 250 million 0.50% bonds due 2025 to partially refinance the acquisition of Paramit Corporation. The bonds will be listed and traded on the SIX Swiss Exchange. The settlement will be on 6 October 2021. Credit Suisse and Zürcher Kantonalbank act as joint lead managers.

Acquisition of Several Real Estate Companies from Immosynergies Holding

Allreal Holding AG, listed on SIX Swiss Exchange, has agreed to acquire several real estate companies in the western part of Switzerland from Immosynergies Holding Sàrl. The acquisition covers a high-end portfolio of investment properties with a total value of around CHF 500 million in addition to development properties with a total value of around CHF 210 million, representing a potential investment volume of more than CHF 700 million. Allreal is also buying the group’s general contracting division. The net purchase price for the entire transaction is expected to be around CHF 400 million, to be paid half in cash and half in Allreal shares. The Transaction is expected to be closed in the second half of October 2021, provided that various completion conditions will be met.

Placement of Shares by Way of an Accelerated Bookbuilding

Tecan Group Ltd. (SIX Swiss Exchange: TECN) has successfully placed 650,000 new registered shares in a private placement by way of an accelerated bookbuilding and completed a capital increase of approx. CHF 360 million to partially refinance the acquisition of Paramit Corporation. The offer price was set at CHF 550 per share. Credit Suisse Ltd. and Joh. Berenberg, Gossler & Co. KG acted as managers in this transaction.

To flag or not to flag – A few thoughts regarding the new obligation to flag ad hoc announcements under the Listing Rules of SIX Swiss Exchange AG

Issuers listed on SIX Swiss Exchange (SIX) are, as a matter of principle, required to inform the market of any price-sensitive facts which have arisen in their sphere of activity (ad hoc publicity). SIX announced a revision of the Listing Rules as well as the Directive on Ad Hoc Publicity and the Directive on Corporate Governance, which will enter into force on 1 July 2021. Among other changes, the revision affects the way ad hoc disclosures need to be communicated and published by introducing a flagging obligation for communication deemed to be price sensitive and therefore an “ad hoc disclosure”. This article sets out certain considerations that issuers should bear in mind when making a determination on whether or not to flag corporate communication as an “ad hoc announcement”. 

By Rashid Bahar / Thomas Reutter (Reference: CapLaw-2021-48)

SPACs – A Status Report

SPACs have made their way to Europe and are starting to make it around the world. Switzerland is one of the very few jurisdictions where the regulator believes that a particular SPAC regulation is required. This article reports on the status of that project, the planned rules to the extent they are already known and the wider European and international context of SPAC regulation around the globe. It also touches briefly on the latest status of an important question which is whether a SPAC qualifies as a collective investment scheme.

By Matthias Courvoisier (Reference: CapLaw-2021-49)

New DLT Regulation – latest developments and perspectives

As the second batch of regulations concerning distributed ledger technology (DLT) just entered into force on 1 August 2021, this article highlights some of the key changes made to the Blanket Ordinance in the Area of Blockchain (Mantelverordnung im Bereich Blockchain) between the draft subject to consultation on 19 October 2020 and the final version of the ordinance that was published on 18 June 2021, with a focus on provisions that are of interest for capital market activities relying on DLT and related products. 

By Stefan Kramer / Sandrine Chabbey (Reference: CapLaw-2021-50)

Kantonsspital St. Gallen to issue CHF 275 million total nominal amount of bonds

On 17 August 2021, Kantonsspital St. Gallen, a public-law institution, successfully launched and priced its issuance of CHF 275 million in aggregate principal amount of CHF 150 million 0.30% bonds 2021-2036 and CHF 125 million 0.05% bonds 2021-2031. The bonds are expected to be provisionally admitted to trading on 29 September 2021, and application will be made for definitive admission to trading and listing of the bonds, on the SIX Swiss Exchange. Closing is expected on 30 September 2021. Zürcher Kantonalbank acted as lead manager and Raiffeisen Schweiz Genossenschaft as well as St.Galler Kantonalbank AG as co-managers. Avobis Advisory AG acted as Structuring Agent and Capital Market Adviser for the Kantonsspital St. Gallen.

UBS Group AG on its issuance of USD 2 billion Fixed Rate/Fixed Rate Senior Notes under its Senior Debt Programme

On 10 August 2021, UBS Group AG successfully completed its issuance of USD
2 billion in aggregate principal amount of Fixed Rate/Fixed Rate Senior Notes due August 2027 under its Senior Debt Programme. The Notes are bail-inable (TLAC) bonds that are eligible to count towards UBS Group AG’s Swiss gone concern requirement. The Notes are governed by Swiss law and have been provisionally admitted to trading, and application has been made for definitive admission to trading and listing of the Notes, on the SIX Swiss Exchange.