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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.

  • Management Transactions: Revised SIX Rules Enterinto Effect

    On 1 February 2024 SIX’s amended directive on the disclosure of management transactions (DMT) and related changes to the SIX Listing Rules entered into force. Besides a number of procedural and formal changes, the amendments to the DMT focus primarily on related party transactions and introduced a new obligation to report certain follow-on transactions made by related parties. In connection with these amendments to the DMT, SIX Exchange Regulation also published a revised version of its guidelines on management transaction disclosures, setting out its practice and expectations as regards the disclosure of management transactions. SIX listed issuers were only given…


    Read more: Management Transactions: Revised SIX Rules Enterinto Effect
  • USD 1 bn Additional Tier 1 (AT1) Notes with Equity Conversion Feature Issued by UBS Group AG 

    On 12 February 2024, UBS Group AG successfully completed its offering of USD 1 bn AT1 Notes. The Notes are eligible to fulfill UBS Group AG’s Swiss going concern requirements. While the Notes are initially subject to write-down upon occurrence of a “Trigger Event” or a “Viability Event”, the terms of the Notes provide that, following approval of a minimum amount of conversion capital by UBS Group AG’s shareholders, upon occurrence of such an event, the Notes will be converted into ordinary shares of UBS Group AG rather than be subject to write-down. The Notes are governed by Swiss law…


    Read more: USD 1 bn Additional Tier 1 (AT1) Notes with Equity Conversion Feature Issued by UBS Group AG 
  • Kinarus Therapeutics Holding AG in Liquidation reverse takeover (RTO) transaction with Curatis AG

    On 29 January 2024, Kinarus Therapeutics Holding AG in liquidation (Kinarus) announced that it has entered into a transaction agreement (Transaction Agreement) with Curatis AG (Curatis) regarding a contemplated combination transaction. Curatis is a privately owned specialty pharmaceutical company focusing predominantly on orphan/ultra-orphan diseases and specialty care diseases. Under the terms of the Transaction Agreement, shareholders of Curatis shall exchange each outstanding Curatis share into one newly issued Kinarus share, whereby the consideration consists of approx.


    Read more: Kinarus Therapeutics Holding AG in Liquidation reverse takeover (RTO) transaction with Curatis AG
  • Sale of Operations by Evolva Holding to Lallemand

    Following the approval by its shareholders on 28 December 2023, Swiss listed biotech group Evolva sold its operating subsidiary Evolva AG to Danstar Ferment AG, a Swiss affiliate of Lallemand Inc. Evolva Holding SA will seek a delisting of its shares from SIX Swiss Exchange and will commence a dissolution and liquidation of the company.


    Read more: Sale of Operations by Evolva Holding to Lallemand
  • CHF 600 million Inaugural Bonds Issuance by Barry Callebaut

    Barry Callebaut issued CHF 600 million of bonds in two tranches of CHF 225 million with a coupon of 1.95% due in 2028 and CHF 375 million with a coupon of 2.3% maturing in 2032.


    Read more: CHF 600 million Inaugural Bonds Issuance by Barry Callebaut
  • CHF 600 million Green Bonds Issued by Volkswagen Financial Services N.V.

    Volkswagen Financial Services N.V. (VW) issued two green bonds (CHF 300 million 2.2075% due 2027 and CHF 300 million 2.4925% due 2030) under the lead management of BNP Paribas (Suisse) SA, Commerzbank and Deutsche Bank. This issuance is said to be the largest CHF bond issuance by a foreign corporate issuer since 2021. The net proceeds are to be used to finance and/or refinance eligible “green projects” in connection with vehicles with zero exhaust emissions within the meaning of the “Green Finance Framework” (GFF) of the Volkswagen Financial Services AG Group dated August 2023.


    Read more: CHF 600 million Green Bonds Issued by Volkswagen Financial Services N.V.
  • EUR 1.25 bn Callable Senior Notes Issuance under Senior Debt Programme by UBS Group AG

    On 8 and 9 January 2024, respectively, UBS Group AG successfully completed its issuance of USD 1.75 bn in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due February 2030 and USD 2.25 bn in aggregate principal amount of Fixed Rate/Fixed Rate Callable Senior Notes due February 2035 as well as EUR 1.25 bn in aggregate principal amount of 4.125 per cent. Fixed Rate/Fixed Rate Callable Senior Notes due June 2033 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…


    Read more: EUR 1.25 bn Callable Senior Notes Issuance under Senior Debt Programme by UBS Group AG
  • Share Offering by AC Immune

    AC Immune SA (Nasdaq: ACIU) completed an underwritten offering of 14.3 million of its common shares at a price of USD 3.50 per share. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other offering expenses, amounted to approximately USD 50.1 million.


    Read more: Share Offering by AC Immune
  • EUR 1.5 bn Bonds Issuance by Roche

    On 4 December 2023, Roche Finance Europe B.V. issued EUR 1.5 bn Bonds guaranteed by Roche Holding Ltd. The transaction consists of a EUR 600 m tranche due December 2027 and a EUR 900 m tranche due December 2036. The bonds will be listed on the SIX Swiss Exchange and have been admitted to trading on the Open Market of the Frankfurt Stock Exchange.


    Read more: EUR 1.5 bn Bonds Issuance by Roche
  • GDR Offering and Listing on SIX Swiss Exchange by Shenzhen Senior Technology Material Co., Ltd

    Shenzhen Senior Technology Material, whose A Shares are listed on Shenzhen Stock Exchange, sold 12,684,800 GDRs representing five A-Shares each at an offer price of USD 9.46, raising gross proceeds of approximately USD 120.0 million from the offering. Trading in the GDRs on SIX Swiss Exchange commenced on 18 December 2023.


    Read more: GDR Offering and Listing on SIX Swiss Exchange by Shenzhen Senior Technology Material Co., Ltd