Capital increase by Meyer Burger with gross proceeds of CHF 206.75 million
On 2 April 2024, Meyer Burger Technology AG announced that as part of its rights offering, subscription rights for 19,648,121,444 new shares were exercised. On 3 April 2024, Meyer Burger announced that all 496,302,442 new shares for which subscription rights were not exercised during the subscription period were successfully placed with various institutional investors. As a result, Meyer Burger issued 20,144,423,886 new registered shares in connection with the capital increase and raised gross proceeds of CHF 206.75 million.
Placement by Clariant of dual tranche CHF 200 million and CHF 150 million senior bonds maturing 2027 and 2031
Clariant AG successfully placed a CHF 200 million bond with a term to maturity of three years, and a CHF 150 million bond with a term to maturity of seven years. The net proceeds will be used for general corporate purposes.
Placement by Medartis of CHF 115.8 million convertible bonds maturing 2031
On 4 April 2024, Medartis Holding AG announced the successful placement of senior unsecured guaranteed convertible bonds due 2031 for an amount of CHF 115.8 million, convertible into newly issued and/or existing registered shares of Medartis Holding AG. The bonds are issued via Medartis International Finance SAS, a directly wholly owned subsidiary of Medartis Holding AG, and the payment obligations under the bonds are unconditionally and irrevocably guaranteed by Medartis Holding AG. An application will be made for the bonds to be admitted to trading on the Open Market of the Frankfurt Stock Exchange (Freiverkehr). The net proceeds from the bonds issue will be used for general funding purposes including acquisitions in Medartis’ core business.
EUR 300 million capital increase by SwissSteel Holding AG
On 18 April 2024, Swiss Steel Holding AG announced the placement of a total of 3,101,000,000 new registered shares in connection with its capital increase. The shares were sold at an offer price of CHF 0.0925 per share, resulting in gross proceeds of EUR 300 million and net proceeds of approximately EUR 294 million. The transaction was fully backstopped by BigPoint Holding AG.
Placement by DocMorris (former Zur Rose Group) of convertible bonds in the aggregate principal amount of CHF 200 million and public repurchase offer for outstanding convertible bonds due 2025
On 18 April 2024, DocMorris announced the successful placement of senior unsecured guaranteed convertible bonds due 2029 for an amount of CHF 200 million, convertible into newly issued and/or existing registered shares of DocMorris AG. The bonds are issued via DocMorris Finance B.V., a directly wholly owned subsidiary of DocMorris AG, and the payment obligations under the bonds are unconditionally and irrevocably guaranteed by DocMorris AG. With the transaction, DocMorris intends to refinance the outstanding CHF122m convertible bonds due 2025. For this purpose, DocMorris announced a public repurchase offer for outstanding convertible bonds due 2025 at an offer price of CHF 5,037.50 per bond corresponding to 100.75% of the par value, plus accrued and unpaid interest.
The First (De-)SPAC in Switzerland: a Case Study
In December 2021, VT5 Acquisition Company AG (VT5), the first Swiss SPAC, was listed on the SIX Swiss Exchange, raising CHF 200 million despite regulatory changes causing a nine-month delay. The subsequent ‘SPAC-winter’, characterized by regulatory scrutiny and an unfavorable economic climate, posed significant challenges, leading to VT5 disclosing difficulties in proceeding with a de-SPAC transaction. Despite these hurdles, VT5 identified R&S International Holding AG (R&S) as an acquisition target, agreeing on a CHF 274 million purchase price. The transaction process involved navigating legal and financial complexities, including securing investor commitments, adjusting to accounting standards, and coordinating a public offering of VT5 shares alongside share redemptions and a subsequently introduced debt component. This intricate de-SPAC transaction was successfully completed in December 2023, amidst challenging market conditions.
By Matthias Courvoisier / Deirdre Ní Annracháin (Reference: CapLaw-2024-01)
Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective
This article provides an overview of the legal requirements and practices concerning forward-looking statements in Swiss debt prospectuses, aiming to serve as a guideline for issuers, legal practitioners, and financial professionals navigating public offerings or listings in Switzerland of debt instruments.
By Benjamin Leisinger (Reference: CapLaw-2024-02)
The Regulatory Agenda for 2024 in Switzerland
Changes in the Swiss financial market over the last two years continue to have a profound impact on regulatory initiatives and legislation in Switzerland. Most notably, the Swiss government used its emergency powers to force a takeover of Credit Suisse by UBS in March 2023 after Credit Suisse suffered significant deposit outflows and a loss of market confidence. This extraordinary intervention spurred questions on the effectiveness of the Too-big-to-fail regime and triggered calls for measures to reestablish confidence in the Swiss financial market. Separately, events including the abolishment of negative interest rates, the substitution of the Swiss Franc LIBOR by SARON, scandals in the international crypto markets and an increased international focus on sustainable finance also continue to affect the regulatory agenda.
By René Bösch / Thomas Werlen (Reference: CapLaw-2024-03)
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 a short period of time to update their internal regulations and to provide a refresher training to their board members and senior management.
By Daniel Raun / Patrick Schärli (Reference: CapLaw-2024-04)
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 and have been provisionally admitted to trading on the SIX Swiss Exchange.