R&S Group’s Acquisition of Kyte Powertech with Equity Roll-over and Refinancing
On 20 August 2024, R&S Group Holding AG acquired Kyte Powertech Limited, an Ireland-based manufacturer of distribution transformers, based on an enterprise value of EUR 250 million. The funding for the acquisition was secured by a bridge loan amounting to CHF 233 million and a rollover of a significant portion of shares held by the existing Kyte Powertech management into the SIX-listed RSGN shares. Furthermore, equity commitments of CHF 23 million were secured and called. Following the transaction, R&S Group Holding AG, formerly the special purpose acquisition company (SPAC) known as VT5 Acquisition Company AG, reported that 79% of its warrants (RSGW) placed in its IPO were exercised on 1 October 2024.
L’Oréal and Galderma’s Acquisition andStrategic Partnership
On 5 August 2024, L’Oréal and Galderma announced the acquisition of a 10% stake in Galderma Group AG from Sunshine SwissCo AG, a consortium led by EQT, Abu Dhabi Investment Authority (ADIA), and Auba Investment Pte. Ltd., for an undisclosed amount. As part of this transaction, L’Oréal has agreed to certain undertakings with Sunshine SwissCo AG under a shareholders’ agreement. The acquisition will not result in any changes to the Galderma board of directors or its governance structure.
AMAG Leasing AG’s CHF 100 Million Auto CoveredBond Issuance
On 10 July 2024, AMAG Leasing completed its issuance of CHF 100 million 1.700 % Fixed Rate Auto Covered Bonds due 2028 under its CHF 1.5 billion Auto Covered Bond Programme irrevocably guaranteed by AMAG Leasing Auto Covered Bond AG (the Programme). The Auto Covered Bonds are indirectly backed by a portfolio of lease assets originated by AMAG Leasing.
Meyer Burger Technology AG’s Reverse Share Split
On 28 June 2024, Meyer Burger Technology AG completed a reverse split of its shares at a ratio of 750:1. This corporate action was approved by the company’s annual general meeting of shareholders on 25 June 2024. The new shares commenced trading on the SIX Swiss Exchange on the same day, marking the first day of trading post-reverse split.
Rules of Conduct under FinSA – FINMA’s Draft Circular
Between 15 May 2024 and 15 July 2024, the Swiss Financial Market Supervisory Authority FINMA (FINMA) held a public consultation on a new circular on the rules of conduct under the Financial Services Act (FinSA). The circular is expected to enter into force in early 2025. This article outlines and critically evaluates some of the key aspects of the draft circular.
By Manuel Baschung / Fabrice Eckert / Philipp Klein (Reference: CapLaw-2024-34)
Swiss Insurance Supervision Act establishes new Regime for Special Purpose Vehicle
The revised Swiss Insurance Supervision Act (nISA) has introduced a new category of license: the Insurance Special Purpose Vehicle (SPV) (Versicherungszweckgesellschaft; Entité ad hoc d’assurance; Società veicolo di assicurazione). Instituted almost a decade after the first Swiss Franc-denominated catastrophe bond issuance, the SPV is a welcome update to the Swiss regulatory regime offering a domestic option for capital markets-facing alternative risk transfer. In future, the launch of the SPV might come to be seen as a first step on a journey which sees Switzerland establish an additional hub for insurance-linked securities (ILS). Several other elements would need to fall into place for Switzerland to compete with established markets, but as in life, so in (re-)insurance: never say never.
By Fabian Meier / Matthias Wühler (Reference: CapLaw-2024-35)
Reflections on the 2024 AGM Season – Lessons Learned from the first Votes on ESG Reporting
In 2024, most companies listed in Switzerland were obliged for the first time to publish a report on non-financial matters in accordance with articles 964a-c of the Code of Obligations. The following article describes the related issues primarily discussed in connection with this year’s AGM season and examines whether clear trends and market practice have already developed in this regard.
By Thomas Reutter / Philippe Weber (Reference: CapLaw-2024-36)
L-QIF: New Innovative Swiss Fund Structure in Practice
On 1 March 2024, the revised Collective Investment Schemes Act (CISA) and its implementing ordinance (CISO) came into effect. The key element of the revised CISA is to allow under Swiss law the long awaited possibility to launch, under certain conditions, collective investment schemes for qualified investors in the form of a so-called Limited Qualified Investor Fund (L-QIF). This, by definition, implies that they are operated without approval, authorisation and product supervision of the Swiss Financial Market Supervisory Authority (FINMA).
By François Rayroux (Reference: CapLaw-2024-37)
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 like. These decisions reinforce the Takeover Board’s evolving stance on ensuring fair practices and transparency in corporate takeovers.
By Matthias Courvoisier (Reference: CapLaw-2024-38)
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.