Bernard Group AG arranges capital for medium and large enterprises, structuring project finance through a network of external institutional investors. Our role is precisely defined: we assess the project, build a legally sound transaction structure, and introduce an investor whose mandate and risk appetite fit the project. We are not a source of funds and do not take deposits.
Institutional finance is neither the extension of a loan nor a rapid disbursement of funds. It is a structured transaction in which capital, corporate control, security and the allocation of risk are documented in full before any value is advanced. The requirements set out below reflect the established practice of project finance, not internal restrictions of our own.
Raising institutional capital is built on the established instruments of investment and corporate law. Depending on structure, the transaction takes the form of equity participation — the investor acquires a stake in the project company's share capital, with rights set out in a shareholders' agreement; debt financing — funds advanced on repayment terms, secured against the project's assets and corporate guarantees; or a mezzanine structure, combining debt and equity participation with conversion rights upon agreed conditions. The scope of corporate control ceded to the investor, the security package, the exit mechanics and the conditions of repayment are set out in the investment agreement and its supporting documentation. The transaction is governed by the corporate law of the jurisdiction in which the project is implemented, read together with a Swiss-law investment agreement.
We consider projects with a funding requirement from EUR 30 million, implemented within the EU, USA, UK or Switzerland, supported by a comprehensive business plan and feasibility study, with a projected payback period not exceeding five years.
An institutional investor assumes risk only where it is shared with the sponsor and where the project is fully transparent. Accordingly, the applicant must be prepared to cede corporate control to the investor until the investment is recouped — the scope and form of that control being set by the shareholders' agreement. The sponsor is further expected to hold all permits, licences and approvals required to implement the project in its country of operation; to provide an independent international audit of the project (financial and technical due diligence); to participate in the financing with its own assets (equity participation); and to evidence a proven track record in its sector.
We structure transactions principally in the following sectors: Life Sciences, Media & Entertainment, Private Equity portfolios, technology and telecommunications infrastructure, construction and real estate, oil & gas, aerospace and defence. Opportunities in other sectors with sound profitability are considered case by case. Financing of projects in sensitive sectors is subject to compliance with applicable export-control law and, in Switzerland, with the War Material Act (KMG) and the Goods Control Act (GKG).
01 · Preliminary assessment. Review of the project against our investment criteria; examination of the business plan, feasibility study and independent audit. A decision to proceed to structuring follows.
02 · Transaction structuring. Determination of the financing structure (equity / debt / mezzanine), the amount of capital to be raised, the form and size of the investor's participation, the security package, the repayment terms and the exit parameters.
03 · Compliance and due diligence. Identification of the sponsor under AML / KYC standards, establishment of beneficial owners (UBO) and controlling persons, and verification of the origin of assets, the legal standing of the project and the requisite permits.
04 · Investor introduction. Presentation of the structured transaction to institutional investors whose mandate fits the project; negotiation of commercial and legal terms and preparation of the term sheet.
05 · Closing and ongoing support. Execution of the investment agreement and supporting security documentation; support of the transaction through to closing and throughout the period until the investment is recouped.
Our activities are conducted in accordance with the Swiss Anti-Money Laundering Act (AMLA, SR 955.0) and its implementing ordinance. Every project is subject to comprehensive due diligence: identification of the counterparty, establishment of the beneficial owner and controlling persons, and verification of the source of funds and assets together with the economic background of the transaction. Personal data is processed in accordance with the Federal Act on Data Protection (FADP, SR 235.1) and, where applicable, the GDPR.
Bernard Group AG acts as arranger and structuring counterparty and is not a deposit-taking bank; no activity requiring a banking licence under the Banking Act (BankG, SR 952.0) is carried out. Projects that cannot be fully evidenced, that do not meet transparency requirements, or that fail compliance review are not accepted.