Munich — For the first time, Siemens AG has issued a crypto secu­rity under the Elec­tro­nic Secu­ri­ties Act in the amount of €60 million in a decen­tra­li­zed manner on a public block­chain. Hauck Aufhäu­ser Lampe acted as regis­trar and paying agent in the tran­sac­tion. Deka­Bank, DZ Bank and Union Invest­ment inves­ted in the bearer bond. GSK Stock­mann advi­sed Siemens AG on the legal struc­tu­ring and issu­ance of the crypto secu­ri­ties bond under the German Elec­tro­nic Secu­ri­ties Act (eWpG). This is the first issu­ance of a crypto secu­rity by a DAX-40 company in the millions.

New oppor­tu­ni­ties for elec­tro­nic securities

The eWpG, which has been in force since June 2021, has made it possi­ble for the first time in Germany to issue elec­tro­nic secu­ri­ties in fully digi­tal form, i.e. without a physi­cal global certi­fi­cate. The distinc­tive feature of crypto secu­ri­ties is that they are kept in a block­chain-based regis­try. To date, 20 such secu­ri­ties have been issued. With Siemens AG, one of Germany’s largest compa­nies is now taking advan­tage of this oppor­tu­nity on a substan­tial scale for the first time.

The parties have thus set a mile­stone in the deve­lo­p­ment of digi­tal secu­ri­ties in Germany in terms of the form and amount of the issue. The paper was regis­tered in a decen­tra­li­zed regis­try on a public block­chain in accordance with the legal frame­work for elec­tro­nic secu­ri­ties. The private keys are secu­red by Hauck Aufhäu­ser Lampe Privat­bank AG’s in-house crypto custo­dian, Hauck Aufhäu­ser Digi­tal Cust­ody (HADC). This struc­ture meant that sett­le­ment via a central secu­ri­ties depo­si­tory or a market maker was not neces­sary. The parties could thus deal directly with each other bila­te­rally and settle the paper through the register.

GSK Stock­mann and a team led by Frank­furt part­ner Dr. Tobias Rieth­mül­ler advi­sed Siemens AG on the capi­tal markets and banking regu­la­tory aspects of the issue. Among other things, the advice rela­ted to support in the draf­ting and nego­tia­tion of the requi­red contrac­tual docu­ments (bond terms and condi­ti­ons, issu­ance agree­ment, crypto secu­ri­ties regis­tra­tion agree­ment, paying agent agree­ment) as well as compli­ance under the eWpG.

GSK Stock­mann was able to draw on expe­ri­ence in the project, among other things, from advi­sing on one of the first ever 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 Dr. Tobias Riethmüller.

Advi­sors to Siemens AG: GSK Stockmann
Dr. Tobias Rieth­mül­ler (Lead Part­ner, Banking and Capi­tal Markets), Dr. Timo Patrick Bernau (Banking and Finan­cial Regu­la­tory Law); Asso­cia­tes: Patrick Wambold (Banking and Capi­tal Markets, Digi­tal Finan­cing Plat­forms), Dr. Martin Frey­tag (Banking and Finan­cial Regu­la­tory Law)

Heuking advi­sed Hauck Aufhäu­ser Lampe Privat­bank AG on the first crypto secu­ri­ties issue of Siemens AG, led by Frank­furt part­ner Dr. Dr. Johan­nes Blassl. Also advi­sing on various aspects of the tran­sac­tion were part­ner Dr. Anne de Boer, part­ners Dr. Thors­ten Kuthe and Dr. Chris­toph Grin­gel, and asso­cia­tes Linda Karl, Michèle von Lewin­ski and Lena Wagner.

The compa­nies invol­ved have thus set a mile­stone in the deve­lo­p­ment of digi­tal secu­ri­ties in Germany in terms of the form and amount of the issue. The paper was regis­tered in a decen­tra­li­zed regis­try on a public block­chain, in accordance with the legal frame­work for elec­tro­nic secu­ri­ties. The private keys were secu­red by Hauck Aufhäu­ser Lampe Privat­bank AG’s in-house crypto custo­dian, Hauck Aufhäu­ser Digi­tal Cust­ody (HADC).

As part of the tran­sac­tion, various contracts had to be drawn up. In parti­cu­lar, new regu­la­ti­ons such as the new Regu­la­tion on Requi­re­ments for Elec­tro­nic Secu­ri­ties Regis­tries (eWpRV) require crypto secu­ri­ties regis­trars to adhere to high regu­la­tory stan­dards for such tran­sac­tions. For Dr. Dr. Johan­nes Blassl, who has been advi­sing Hauck Aufhäu­ser Lampe on various projects for quite some time, this is his first tran­sac­tion as a Part­ner at Heuking. The crypto and compli­ance expert had only joined Heuking in mid-January.

Advi­sors to Hauck Aufhäu­ser Lampe: Heuking Kühn Lüer Wojtek

Dr. Dr. Johan­nes Blassl (lead), Frank­furt; Dr. Anne de Boer, LL.M., Stutt­gart; Dr. Thors­ten Kuthe, Colo­gne; Dr. Chris­toph Grin­gel, Michèle von Lewin­ski, Linda Karl, Lena Wagner, (all Capi­tal Markets), all Frankfurt.