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
Optimization of Convertible Bond Issuances through “Share Borrow Facilities” – A Swiss (Legal) Perspective
Convertible bonds may be an attractive financing instrument for listed companies, particularly for companies with a high growth potential. Creating a share lending facility may help issuers to increase the size and improve the pricing terms of their convertible bonds. This article aims to provide a brief overview of how such facilities may be structured and typical stumbling blocks that must be considered and addressed.
By Sandro Fehlmann (Reference: CapLaw-2024-19)
Untrue or Incomplete Information in the Offering Prospectus – Introduction of New Criminal Offence
On 1 February 2024, a new criminal offence was introduced in Switzerland’s public takeover law. According to the new criminal offence, anyone who willfully provides untrue or incomplete information in the offering prospectus or the announcement of a public takeover offer can be penalized with a fine of up to CHF 500,000. If the offender acted through negligence, a reduced fine of up to CHF 150,000 can be imposed. This article describes the prerequisites for imposing a fine for such a breach of duty by the offeror.
By Pascal Hodel (Reference: CapLaw-2024-20)
Understanding the Landscape of Advertising Foreign Collective Investment Schemes to Swiss Investors
The Swiss financial market, renowned for its robust regulatory environment and attractiveness to global investors, presents unique challenges and opportunities for foreign collective investment schemes. This article seeks to demystify the legal intricacies involved in advertising these schemes to Swiss investors, focusing particularly on the stringent requirements set forth by the Swiss Financial Market Supervisory Authority FINMA.
By Jürg Frick / Benjamin Leisinger (Reference: CapLaw-2024-21)
Issuance by UBS Switzerland AG of EUR 1 billion covered bonds
On 5 March 2024, UBS Switzerland AG successfully completed its issuance under its covered bond program of EUR 1 billion 3.304% covered bonds due March 2029. The covered bonds are governed by Swiss law and have been provisionally admitted to trading on SIX Swiss Exchange, and application will be made for definitive admission to trading and listing.
Issuance by Thermo Fisher of CHF 1.070 billion inaugural bond
On 7 March 2024, Thermo Fisher Scientific Inc. successfully completed its issuance of its inaugural CHF bonds in excess of CHF 1 billion, being the largest foreign Swiss franc bond issuance in seven years. The issuance consisted of three tranches, the CHF 330 million 1.6525 per cent. bonds due 2028, CHF 415 million 1.8401 per cent. bonds due 2032 and the CHF 325 million 2.0375 per cent. bonds due 2036. The bonds 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 bonds, on the SIX Swiss Exchange. UBS Investment Bank, BNP Paribas (Suisse) SA, and Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch, acted as lead managers.
Placement by Swiss Prime Site of green bonds in the aggregate principal amount of CHF 250 million
Swiss Prime Site successfully placed green bonds in the aggregate principal amount of CHF 250 million 1.80% due 2030. The bonds were issued by Swiss Prime Site Finance AG and guaranteed by Swiss Prime Site AG. Zürcher Kantonalbank, Basellandschaftliche Kantonalbank and Luzerner Kantonalbank AG acted as Joint Lead Managers in this transaction.
Issuance by Roche Holdings, Inc. of USD 3.875 billion in aggregate principal amount senior notes, guaranteed by Roche Holding Ltd
On 8 March 2024, Roche Holdings, Inc. successfully completed its issuance of USD 3.875 billion in aggregate principal amount of senior notes, consisting of USD 875 million 4.790% Notes due 2029, USD 750 million 4.909% Notes due 2031, USD 1.25 billion 4.985% Notes due 2034, and USD 1 billion 5.218% Notes due 2054. The notes are irrevocably and unconditionally guaranteed by Roche Holding Ltd.
Issuance by Nestlé of an aggregate of USD 2.5 billion notes through an institutional (Rule 144A) offering inthe United States of America
On 12 March 2024, Nestlé Capital Corporation successfully completed its issuance of USD 600 million 4.650% Notes due 2029, USD 450 million 4.750% Notes due 2031, USD 800 million 4.875% Notes due 2034, and USD 650 million 5.100% Notes due 2054. The Notes are guaranteed by the Nestlé group’s Swiss parent company Nestlé S.A. The offering of the Notes was done in reliance on Rule 144A and Regulation S under the U.S. Securities Act.
IPO of Galderma on SIX Swiss Exchange
On 22 March 2024, the shares of Galderma Group AG, a pure-play dermatology category leader, were listed and started trading on SIX Swiss Exchange at a price of CHF 53 per share. Based on the offer price, Galderma’s implied market capitalization was CHF 12.6 billion. During the IPO, the syndicate banks successfully placed 37,233,708 newly issued registered shares, as well as 276,909 existing registered shares offered by one of Galderma’s shareholders, Sunshine SwissCo AG (EQT). EQT, together with certain of Galderma Group AG’s other shareholders, granted a secondary over-allotment option of up to 5,626,592 existing registered shares, which was exercised in full. The total placement volume was CHF 2.3 billion. On 25 March 2024, Galderma was granted inclusion to SPI, SPI Extra, SPI ex Swiss Leader Index, SXI Life Sciences, UBS 100 and Ethos Swiss Corporate Governance. Galderma raised gross proceeds of CHF 2.0 billion from the offering, and intends to use the proceeds primarily to strengthen its balance sheet by repaying and refinancing debt.
Scrip dividend by SGS SA
At its AGM held on 26 March 2024, SGS SA proposed to shareholders, and an overwhelming majority approved, the right to receive a dividend in the form of either cash or shares of the company (scrip dividend) at the option of eligible shareholders. The shares to be delivered will be valued at a discount of 6% to the market value of the SGS shares, offering attractive tax benefits for shareholders (no withholding tax and no income tax for certain shareholders). The new shares will be sourced by way of an ordinary capital increase also approved by the shareholders at the AGM.