GSK Stockmann advised Siemens AG on the legal structuring and issuance of a crypto securities bond under the German Electronic Securities Act (eWpG) with a volume of EUR 60 million. This is the first issuance of a crypto security by a DAX 40 company in the million euro range.
GSK Stockmann and a team led by Frankfurt partner Tobias Riethmüller advised Siemens AG on the capital markets and banking supervisory law aspects of the issue. The advice included support in the drafting and negotiation of the required contracts (bond terms and conditions, offering agreement, crypto securities registrar agreement, paying agent agreement) as well as compliance under the eWpG.
New opportunities for electronic securities
The eWpG, which has been in force since June 2021, made it possible for the first time in Germany to issue electronic securities in completely digital form, i.e. without a physical global share certificate. The particularity of crypto securities is that they are kept in a blockchain-based register. So far, 20 such securities have been issued. With Siemens AG, one of the largest German companies is now using this possibility on a substantial scale for the first time.
In this project, GSK Stockmann was able to draw on experience from advising on one of the very first blockchain securities transactions in Germany, which also involved Siemens AG in 2019. Most recently, GSK Stockmann advised Deutsche Finance Group on the issuance of an electronic security in November 2022, also led by Tobias Riethmüller.
Advisers of Siemens AG
GSK Stockmann: Tobias Riethmüller (lead, banking and capital markets law), Timo Patrick Bernau (banking and financial regulatory law); Patrick Wambold (banking and capital markets law, digital financing platforms), Martin Freytag (banking and financial regulatory law), Dr. Petra Eckl, Felix Schill and Marc Nostitz (all tax law)
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