<h4>What are SPACs?</h4>
SPACs (also known as «blank check companies») are companies with no operating activities whose sole purpose is to raise money in an initial public offering (IPO) in order to acquire one or more target companies within a certain period of time (so-called de-SPAC). For the shareholders of a target company, a de-SPAC is an exit option with greater transaction security and price certainty than an IPO.
SPACs are typically launched by one or several investors (including private equity firms), who act as so-called sponsors and who are responsible for the search of a suitable target company after the SPAC&#8217;s IPO. The sponsors assume the risk of failure of the SPAC; in return, they are able to acquire a stake in the SPAC (combined with the target company) on preferential terms. The SPAC investors are able to vote on a de-SPAC and have a redemption right regarding their SPAC securities.
<h4>What requirements do Swiss SPACs have to comply with?</h4>
SIX has established a regulatory standard for SPACs that is tailored to the particularities of SPACs. Under this standard, shares and convertible bonds of Swiss SPACs can be listed.
Requirements for a SPAC: In order to be listed under the new regulatory standard, a SPAC must meet the following requirements:
<ul>
<li>the SPAC is a Swiss stock corporation (Aktiengesellschaft) whose exclusive purpose is the direct or indirect acquisition of a target company and which is dissolved after a maximum of three years from the first trading day if no de-SPAC has been completed by then;</li>
<li>the IPO proceeds have to be deposited in an earmarked escrow account;</li>
<li>the SPAC investors are able to vote on a de-SPAC;</li>
<li>at least those SPAC investors who vote against the de-SPAC have a redemption right in respect of their shares or convertible bonds;</li>
<li>the founders, sponsors, directors and members of the executive committee of the SPAC undertake not to sell their securities for a period ending at least six months after the completion of the de-SPAC (lock-up); and</li>
<li>in case of a liquidation of the SPAC, the SPAC investors have a liquidation preference over the sponsors.</li>
</ul>
Disclosure requirements regarding the SPAC IPO: Beyond the usual content of an IPO prospectus, SPACs have to disclose additional information at the time of the IPO, including information on the dilution in a de-SPAC, a description of potential conflicts of interest of the founding shareholders, sponsors, directors and officers and the banks involved, as well as information on the de-SPAC, including information on the target market in which potential target companies will be searched for.
Disclosure requirements regarding the de-SPAC: In view of the vote on a de-SPAC, SPACs must publish information on the intended de-SPAC and the target company, either in the prospectus (if one has to be prepared, e.g., for purposes of a capital increase) or in a separate information document. This information must also include an independent fairness opinion on the valuation of the target company. Furthermore, SPACs must publish quarterly financial statements in the two fiscal years following the de-SPAC if the target company does not have financial statements covering three fiscal years in accordance with a recognized accounting standard.
<h4>Are there any particularities in the listing of convertible bonds by SPACs?</h4>
As a special feature compared to other jurisdictions, Swiss SPACs can list not only shares but also convertible bonds. This makes it easier to implement the investors&#8217; right of redemption; in addition, there may be tax benefits of such a structure. The rules on SPACs also apply—with certain technical modifications—to convertible bonds issued by a SPAC.
<h4>Are other legal principles also relevant for SPACs?</h4>
As Swiss corporations, SPACs benefit from the flexibility of Swiss corporation law, which will be modernized in 2023. The corporate governance and majority requirements in the SPAC (e.g., for the de-SPAC) can generally be freely chosen, and investors benefit from the high standards of Swiss capital markets law. In addition, Swiss capital market practice is familiar with PIPE transactions, which are often carried out in order to validate the valuation of the target company in a de-SPAC.
Swiss SPACs are neither subject to the Collective Investment Schemes Act (CISA) nor to Swiss anti-money laundering legislation.
<h4>New rules make Swiss stock exchange more attractive</h4>
SPACs are an additional investment, financing and exit opportunity. Following the rule change as of December 6, 2021, Swiss investors and companies will be better able to benefit from the advantages of SPACs. This strengthens the attractiveness of Switzerland as a financial center.

RZ_Preview_SPACs_JR_01

SPACs in Switzerland: A new investment and exit opportunity

On November 17, 2021, SIX published the legal basis for a new regulatory standard for SPACs.
The revised Listing Rules and a new Directive on SPACs define SPACs as companies whose sole purpose is to directly or indirectly acquire an operating company within a maximum of three years after the first day of trading (so-called De-SPAC). The new rules incorporate other typical features of SPACs, such as the deposit of IPO proceeds in an earmarked escrow account, investor consent to a De-SPAC, investors&#8217; redemption right (especially if they do not consent to the De-SPAC), and investors&#8217; liquidation preference.
In preparing the IPO prospectus, SPACs must comply with additional disclosure requirements. Later, in case of a De-SPAC, SPACs have to publish an information document that provides information about the target and the De-SPAC transaction. This document must also include an independent fairness opinion on the valuation of the target company. Furthermore, SPACs are required to publish quarterly financial statements in the two fiscal years following the De-SPAC if the target company does not have financial statements covering three fiscal years in accordance with a recognized accounting standard. Finally, any management transactions must be disclosed.
When the new rules take effect on December 6, 2021, there is nothing to prevent the launch of a SPAC in Switzerland.

SIX Enables SPAC Listings as of December 6, 2021

On November 3, 2021, the Swiss Financial Market Supervisory Authority FINMA (FINMA) published a press release and new guidance (Guidance 05/2021) on the topics of greening the financial system and preventing and combating greenwashing. The communications come in the context of the UN Climate Change Conference in Glasgow and the recent contribution of the Network for Greening the Financial System (NGFS) of which FINMA is a member.
Against the background of the <a href="https://comm.homburger.ch/e/du1rhtx9zh1q/5d1bc79b-5b52-4a15-8fca-8c731470db5d" target="_blank" rel="noopener">NGFS Glasgow Declaration of November 3, 2021</a>, FINMA&#8217;s press release highlights the following:
<ul>
<li>FINMA is strongly committed to continuing to implement the NGFS&#8217; key recommendations and to include the integration of climate-related financial risks in its supervisory activities in a strategic, proportional and risk-based manner. FINMA, for example, states that it:
<ul>
<li>develops concepts to adequately supervise climate risk management by banks and insurers, and it expects these concepts to be implemented starting 2022;</li>
<li>engages in a dialogue on the proper management of climate-related financial risks and on developing «heat maps» to identify climate-related risks;</li>
<li>explores quantitative methods to measure climate-related financial risks together with the Swiss National Bank;</li>
<li>implemented specified disclosure requirements for climate-related financial risks in line with the recommendations of the Task Force on Climate-related Financial Disclosures; and</li>
<li>actively supports the Swiss Federal Offices in the implementation of NGFS&#8217; recommendations.</li>
</ul>
</li>
<li>FINMA is also addressing the risks of clients being deceived by exaggerated or misleading ESG claims, including in connection with investment products.</li>
</ul>
On the last point, FINMA simultaneously issued Guidance 05/2021 «Preventing and Combating Greenwashing». Therein, FINMA notes the growing demand for ESG products and the resulting growing number of financial products being labelled – or claiming to be – sustainable, green, social, etc. FINMA warns that there may be a risk that investors are misled about the true characteristics of the relevant financial products and services. In addition to the need to protect individual investors, FINMA also emphasizes the need to protect the reputation of the Swiss financial centre as a whole.
Guidance 05/2021 mainly focuses on three aspects: (1) descriptions/labels of Swiss collective investment schemes as being sustainable/green/ESG and whether these characteristics are actually ensured and appropriately disclosed; (2) additional organizational requirements for institutions that manage sustainability-related collective investment schemes, including adequate processes, expertise, strategies and tools; and (3) conduct at the point of sale for ESG-related financial products.

FINMA on Green Financial Centre and Greenwashing

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On May 26, 2023, Luzerner Kantonalbank AG (SIX: LUKN) announced that it had successfully closed its rights offering, raising gross proceeds of CHF 489 m. As part of the transaction, existing shareholders of Luzerner Kantonalbank were offered rights to subscribe for new shares at an offer price of CHF 69.00 per new share. New shares in respect of which subscription rights had not been exercised were placed in a rump placement. Zürcher Kantonalbank acted as global coordinator and joint-lead manager.
With the net proceeds from the offering, Luzerner Kantonalbank primarily intends to lay the foundation for the successful further development of its business model, to achieve sustainable growth and at the same time secure long-term flexibility in the context of increasing capital requirements.
Homburger AG acted as transaction counsel to Luzerner Kantonalbank and Zürcher Kantonalbank. The Homburger team included Andreas Müller (Corporate / M&amp;A, Capital Markets), Benjamin Leisinger (Financial Market Regulation, Capital Markets), Lorenzo Togni, Jasmin Künzle and Florian Gasche (all Corporate / M&amp;A, Capital Markets) and Sofiya Shavlak (Financial Market Regulation, Capital Markets). Stefan Oesterhelt provided tax advice.

Homburger advised on the rights offering of Luzerner Kantonalbank AG raising gross proceeds of CHF 489 m

Meyer Burger

On May 17, 2023, Meyer Burger Technology AG (SIX: MBTN) (Meyer Burger) successfully issued green senior unsecured guaranteed convertible bonds due 2029 in the aggregate amount of EUR 216.3 m. The bonds were placed in a private placement with a coupon of 3.75% per annum. The bonds are issued by Meyer Burger&#8217;s subsidiary MBT Systems GmbH and guaranteed by Meyer Burger.
With the net proceeds from the issue of the bonds, Meyer Burger primarily intends to finance and/or refinance investments in Eligible Green Projects as defined by Meyer Burger’s Green Financing Framework, including material and equipment sourcing and the ramp up of module and cell production in response to the expected acceleration of solar energy expansion.
Homburger AG acted as legal counsel to Meyer Burger on this transaction. The Homburger team was led by Dieter Gericke (Corporate / M&amp;A, Capital Markets) and Benjamin Leisinger (Capital Markets) and included Stefan Oesterhelt (Tax), Eduard De Zordi and Daniel Hulmann (both Capital Markets) and Estelle Piccard (Corporate / M&amp;A, Capital Markets).

Homburger advised Meyer Burger Technology AG on the issuance of green senior unsecured guaranteed convertible bonds due 2029 in the amount of EUR 216.3 m

Raiffeisen

On May 3, 2023, Raiffeisen Schweiz Genossenschaft, a Swiss systemically relevant bank, successfully completed its issuance of EUR 500 m of 4.840 per cent. debt instruments for loss absorbency in the event of insolvency measures (bail-in bonds) due 2028 under its issuance program. The instruments have been provisionally admitted to trading and will be listed on the SIX Swiss Exchange. These bail-in bonds have been recognized by FINMA as eligible for recognition to meet the requirements as loss-absorbing funds and, therefore, are exempted from Swiss withholding tax.
Homburger advised Raiffeisen Schweiz Genossenschaft with respect to all aspects of Swiss law. The Homburger team was led by Benjamin Leisinger and included Sofiya Shavlak (both Capital Markets) as well as Stefan Oesterhelt (Tax).

Benjamin
Leisinger

Homburger advised on the rights offering of Luzerner Kantonalbank AG raising gross proceeds of CHF 489 m

Homburger advised Meyer Burger Technology AG on the issuance of green senior unsecured guaranteed convertible bonds due 2029 in the amount of EUR 216.3 m

Homburger advised Raiffeisen Schweiz Genossenschaft on the Issuance of its EUR 500 m 4.840 per cent. Bail-in Bonds due 2028

SPACs in Switzerland: A new investment and exit opportunity

SIX Enables SPAC Listings as of December 6, 2021

FINMA on Green Financial Centre and Greenwashing

Banking & Finance: Switzerland (6th edition)

New Legal Provision Enables direct Issuances of Bonds by Swiss Issuers into the US Market for Registered Bonds

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Homburger advised on the rights offering of Luzerner Kantonalbank AG raising gross proceeds of CHF 489 m

Homburger advised Meyer Burger Technology AG on the issuance of green senior unsecured guaranteed convertible bonds due 2029 in the amount of EUR 216.3 m

Homburger advised Raiffeisen Schweiz Genossenschaft on the Issuance of its EUR 500 m 4.840 per cent. Bail-in Bonds due 2028

SPACs in Switzerland: A new investment and exit opportunity

SIX Enables SPAC Listings as of December 6, 2021

FINMA on Green Financial Centre and Greenwashing

Banking & Finance: Switzerland (6th edition)

New Legal Provision Enables direct Issuances of Bonds by Swiss Issuers into the US Market for Registered Bonds

Decentralised Finance

Join the Team

Benjamin Leisinger

Career

Languages

Bar Registration

Teams

Benjamin
Leisinger