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

SFS acquires Hoffmann SE

The current owners of Hoffmann SE agreed to contribute 100% of the shares of Hoffmann SE to the SFS Group, which is listed on the SIX Swiss Exchange. Hoffmann SE is a leading international systems partner for quality tools which is active in over 50 countries with around 3,000 employees. A part of the purchase price will be paid in the form of SFS shares. Thus, the current owners of Hoffmann SE will become significant shareholders of SFS.

PIPEs in the Age of SPACs

Two acronyms have been echoing throughout international capital markets: PIPEs and SPACs. While private investments in public equity “(PIPEs”) have been a traditional financing technique, Switzerland’s regulator FINMA has finally given the green light to SIX Swiss Exchange (“SIX”), Switzerland’s largest stock exchange, to allow listings of special purpose acquisition companies (“SPACs”). International DE-SPAC deals have demonstrated that PIPEs play an essential role in the SPAC life cycle.

By Ralph Malacrida / Thomas Reutter (Reference: CapLaw-2021-57)

Corporate Law Reform: Delisting

On 19 June 2020 the Swiss parliament approved a bill introducing a new Swiss corporate law (Aktienrecht). The new Swiss corporate law is expected to come into force in 2023.

As part of the reform the decision to delist the shares of a listed company will be made subject to a mandatory vote of the (meeting of) shareholders. The following article will discuss what the consequences of this change are and what other laws and rules are of relevance in connection with the delisting of a Swiss company from a Swiss exchange. 

By Lukas Roesler (Reference: CapLaw-2021-58)

Sparks – The new SIX equity segment for SMEs

On 1 October 2021, revised regulations of SIX Exchange Regulation (SER) – the self-regulatory supervisory body for issuers listed at SIX Swiss Exchange (SIX) – entered into force. The key part is the enactment of a new regulatory standard Sparks where small and medium-sized enterprises (SMEs) can list and trade their equity securities. This article provides an overview of the revised Sparks specific regulations.

By Christian Schneiter / Peter Kühn (Reference: CapLaw-2021-59)

Ad hoc Reporting and Supplements under the Financial Services Act

The Financial Services Act and its implementing ordinance require prospectuses to be supplemented in case a new price-sensitive fact has arisen between the time of approval of the prospectus and final completion of a public offer or opening of trading on a trading venue. Such supplements have to be approved by the competent Reviewing Body, unless the information containing the price-sensitive fact is included in an ad hoc notice, in which case the supplement can be merely filed with the Reviewing Body without approval. The revision of the ad hoc rules per 1 July 2021 abolished the per se reportable facts, which has an impact on issuers dealing with certain price-sensitive information prior or around the time of an issuance of securities.

By René Bösch / Benjamin Leisinger (Reference: CapLaw-2021-60)

FINMA’s New Climate Risk Disclosure Requirements as a Step Towards a More Comprehensive Mandatory ESG Disclosure Regime in Switzerland

Recent years have seen regulatory institutions around the world introduce mandatory corporate disclosure regimes related to climate and environmental, social and governance (“ESG“) matters, largely as a response to the increasing materialization of ESG risks, in particular global heating and climate-driven natural catastrophes, as well as the growing awareness of the importance of full and transparent disclosure of the impact these risks have on corporations’ business and financial stability. They are also intended to create transparency around the effect that rapidly changing legislation and government policy in respect of environmental matters, such as the prioritization of renewable energy over fossil fuels, have on corporate entities within certain sectors. 

The global trend towards disclosure regimes of this kind is rapidly accelerating. In Switzerland, a number of initiatives have been introduced that represent first steps towards the corporate disclosure of ESG risks. Most recently, the Swiss Financial Market Supervisory Authority FINMA (“FINMA“) introduced a new climate risk disclosure regime earlier this year. This article first examines the requirements and impact of FINMA’s new regime, and follows by situating this initiative within the broader context of Swiss and international ESG disclosure regimes. 

By Deirdre Ní Annracháin (Reference: CapLaw-2021-61)

IPO of Switzerland’s First SPAC

On 6 December 2021, VT5 Acquisition Company AG (VT5), a special purpose acquisition company (SPAC), announced the launch of its initial public offering and the listing of its Class A Shares and redeemable warrants on SIX Swiss Exchange, which is scheduled for 15 December 2021. VT5 plans the acquisition of one or more operating companies or businesses in the industrial technology sector within 24 months of listing.

Novartis sells stake in Roche

On 3 November 2021, Novartis agreed to sell 53.3 million Roche bearer shares in a bilateral transaction to Roche for a consideration of CHF 19 billion. Novartis had acquired the stake between 2001 and 2003. The transaction is subject to the approval by the shareholders of Roche.

IPO of SKAN Group

On 27 October 2021, SKAN Group AG, a global market leader in high-quality isolator systems for aseptic production processes in the (bio)pharmaceutical industry, announced the pricing of its IPO, consisting of 1,731,494 newly issued shares and 2,768,506 existing shares and an over-allotment option of up to 500,000 shares, at CHF 54 per share, implying a total market capitalization of CHF 1.214 billion. SKAN’s shares started trading on SIX Swiss Exchange on 28 October 2021.

Spin-off and IPO of medmix

On 1 October 2021, the shares of medmix AG were listed at SIX Swiss Exchange following the spin-off of medmix from Sulzer AG. Concurrently, medmix conducted a capital increase raising gross proceeds of CHF 315 million.