
Welcome to CapLaw
CapLaw is a digital newsletter with international reach established and led by the General Editors. We provide up-to-date information on legal and regulatory developments regarding the capital markets, publish concise articles on developments in the Swiss and international financial markets, and announce recent deals and forthcoming events. CapLaw is addressed to all Swiss and international lawyers, in-house counsel, financial institutions and corporates, as well as those who are interested in the Swiss capital markets.
CapLaw Themes
- FinSA (FIDLEG) (33)
- FinIA (FINIG) (11)
- Insurance (8)
- Securities (103)
- Regulatory (142)
- Takeover (19)
- Derivatives (7)
- News, Deals & Cases (531)
- Events (159)
- Other Areas (8)
CapLaw PDF Archive
-
Read more: Developments in Swiss Takeover Law
Developments in Swiss Takeover Law
The past twelve months saw some significant developments in Swiss takeover law. Notably, the Takeover Board clarified the requirements for restructuring exceptions and examined cases involving the risk of a takeover obligation as a result of capital increases. Additionally, it addressed acting in concert scenarios and a special situation in which a competition law clearance condition is allowed without the necessity that conditions imposed by the authorities constitute a material adverse change. Important rulings were made on no-shop provisions in transaction agreements and on various remuneration questions, such as bonus payments, retention agreements, accelerated vesting, lifting of lock-ups and the…
Reference: CapLaw-2024-38 -
Read more: UBS Group AG Issues SGD 500 Million Tier 1 Capital Notes with an Equity Conversion Feature
UBS Group AG Issues SGD 500 Million Tier 1 Capital Notes with an Equity Conversion Feature
On 24 June 2024, UBS Group AG completed its offering of SGD 500 million 5.600 per cent. Tier 1 Capital Notes, which are redeemable at the option of UBS Group AG for the first time on 21 December 2029. The Notes are “high trigger” regulatory capital instruments that are eligible to fulfil UBS Group AG’s Swiss going concern requirements. Upon occurrence of a “Trigger Event” or a “Viability Event”, the Notes will be converted into ordinary shares of UBS Group AG in accordance with their terms.
Reference: CapLaw-2024-39 -
Read more: Viseca’s Placement of Bonds
Viseca’s Placement of Bonds
On 17 June 2024, Viseca placed CHF 165 million 1.65% senior bonds due 2028. The bonds were issued by Viseca Payment Services AG. Zürcher Kantonalbank, Raiffeisen Schweiz Genossenschaft and UBS acted as Joint Lead Managers.
Reference: CapLaw-2024-40 -
Read more: Novartis Issues CHF 2.2 billion Bonds
Novartis Issues CHF 2.2 billion Bonds
On 19 June 2024, Novartis AG placed CHF bonds in the aggregate principal amount of CHF 2.2 billion in five tranches, with maturity dates ranging from 2027 to 2049. UBS, BNP Paribas (Suisse) SA and Deutsche Bank Aktiengesellschaft acted as Joint Lead Managers and Zürcher Kantonalbank acted as Co-Manager in this transaction.
Reference: CapLaw-2024-41 -
Read more: Barry Callebaut’s Issuance of CHF and EUR Bonds
Barry Callebaut’s Issuance of CHF and EUR Bonds
On 17 May 2024 and 14 June 2024, respectively, Barry Callebaut issued CHF and EUR Bonds. Specifically, Barry Callebaut placed CHF 730 million bonds in the Swiss market on 17 May 2024 and issued EUR bonds in the amount of EUR 700 million on 14 June 2024. The issuances were made to achieve greater financial flexibility against the backdrop of the volatile cocoa bean price market environment.
Reference: CapLaw-2024-42 -
Read more: Warteck Invest Rights Offering
Warteck Invest Rights Offering
On 3 June 2024, Warteck Invest launched its CHF 94.7 million capital increase by way of a rights offering. In the rights offering Warteck Invest shareholders were allocated subscription rights in proportion to their shareholdings in Warteck Invest. Shares not taken up by Warteck Invest shareholders were subsequently sold to investors in a share placement. Warteck Invest has issued 61,875 registered shares with a par value of CHF 10.00 each leading to gross proceeds in an amount of approximately CHF 94.7 million. The proceeds raised from the capital increase will be used to support the execution of Warteck Invest’s growth…
Reference: CapLaw-2024-43 -
Read more: St. Galler Kantonalbank’s CHF 200 Million Tier 2Bond Issuance
St. Galler Kantonalbank’s CHF 200 Million Tier 2Bond Issuance
On 30 May 2024, St.Galler Kantonalbank AG (SGKB) successfully issued CHF 200 million 2.4% Tier 2 bonds due 2034. Zürcher Kantonalbank acted as Sole Lead Manager and SGKB as Co-Manager.
Reference: CapLaw-2024-44 -
Read more: UBS Group AG’s Issuance of Fixed Rate/Fixed Rate Callable Senior Notes under its Senior Debt Programme
UBS Group AG’s Issuance of Fixed Rate/Fixed Rate Callable Senior Notes under its Senior Debt Programme
On 22 May 2024, UBS Group AG completed its issuance of CHF 335 million in aggregate principal amount of Fixed Rate/Fixed Rate Senior Notes due May 2030. Previously, on 13 May 2024, UBS Group AG completed its issuance of USD 1.75 billion in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due September 2030 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.
Reference: CapLaw-2024-45 -
Read more: UBS Switzerland AG’s Issuance of EUR 1.75 billion Covered Bonds
UBS Switzerland AG’s Issuance of EUR 1.75 billion Covered Bonds
On 21 May 2024, UBS Switzerland AG successfully completed its issuance of Covered Bonds under the program in an aggregate principal amount of EUR 1.75 billion, consisting of EUR 1 billion Floating Rate Covered Bonds due April 2027 and EUR 750 million 3.146% Covered Bonds due June 2031. The Covered Bonds are governed by Swiss law and are listed on SIX Swiss Exchange. The Covered Bonds are indirectly backed by a portfolio of mortgages from UBS Switzerland AG’s domestic mortgage pool.
Reference: CapLaw-2024-46 -
Read more: ADC Therapeutics Share Offering
ADC Therapeutics Share Offering
On 6 May 2024, NYSE-listed ADC Therapeutics SA, a commercial-stage biotechnology company based in Lausanne, Switzerland, announced that it had agreed to sell, by way of an underwritten offering, 13.4 million of its common shares as well as pre-funded warrants to purchase 8.1 million common shares to raise aggregate gross proceeds of approx. USD 105 million.
Reference: CapLaw-2024-47