26 SHAREHOLDERS’ EQUITY
26.1 SHARE CAPITAL AND CAPITAL RESERVE
Holders of ordinary shares are entitled to dividends and to one vote per share at the General Meetings of Shareholders. All payments of the shareholders in excess of the nominal value of the share (CHF 0.10 / share) are classified to capital reserve (share premium).
26.2 NATURE AND PURPOSE OF THE EQUITY RESERVES
26.2.1 Translation differences
The translation differences comprise all foreign currency differences arising from the translation of the financial statements of foreign operations from their functional currency into the reporting currency (CHF).
26.3 MOVEMENTS IN SHARES ISSUED AND OUTSTANDING
| 2020 | 2021 |
Shares (each share has a nominal value of CHF 0.10) |
|
|
Balance at January 1 | 11,870,912 | 11,958,845 |
New shares issued based on employee participation plans (conditional share capital increase) | 87,933 | 69,263 |
Authorized share capital increase | - | 650,000 |
|
|
|
Balance at December 31 | 11,958,845 | 12,678,108 |
26.4 DIVIDENDS PAID
| 2020 | 2021 | 2022 |
Number of shares eligible for dividend | 11,927,914 | 12,005,310 | 12,678,108 |
Dividends paid (CHF/share) | 1.10 | 1.15 | 1.40 |
Payout from statutory capital contribution reserve (CHF/share) | 1.10 | 1.15 | 1.40 |
26.5 CONDITIONAL SHARE CAPITAL RESERVED FOR THE EMPLOYEE PARTICIPATION PLANS
| 2020 | 2021 |
Shares (each share has a nominal value of CHF 0.10) |
|
|
Balance at January 1 | 432,300 | 344,367 |
New shares issued based on employee participation plans | (87,933) | (69,263) |
|
|
|
Balance at December 31 | 344,367 | 275,104 |
|
|
|
Maximum of employee share options and employee shares outstanding | 178,391 | 143,141 |
26.6 CONDITIONAL AND AUTHORIZED SHARE CAPITAL FOR THE PURPOSE OF FUTURE BUSINESS DEVELOPMENT
| 31.12.2020 | 31.12.2021 |
Conditional share capital |
|
|
Shares (with a nominal value of CHF 0.10 each) | 1,800,000 | 1,800,000 |
CHF | 180,000 | 180,000 |
|
|
|
Authorized share capital |
|
|
Expiry date | 17.04.2022 | 17.04.2022 |
Shares (with a nominal value of CHF 0.10 each) | 2,300,000 | 1,650,000 |
CHF | 230,000 | 165,000 |
In September 2021, the Group placed 650’000 shares from the authorized share capital in a private placement by way of an accelerated bookbuilding process. The net proceeds were used to partly refinance the acquisition of the Paramit Group.
The Articles of Incorporation of Tecan Group Ltd. (the ultimate holding company) require that the existing conditional share capital for future business development shall be reduced if and to the extent authorized capital is used and that the authorized capital shall be reduced if and to the extent new shares are created under the respective conditional capital. Therefore and due the placement of 650'000 shares from the authorized share capital in September 2021, the available conditional capital for future business development, is 650'000 lower than the 1'800'000 shares provided for in the commercial register. The conditional share capital for employee participation plans is not affected by this rule.
26.7 CAPITAL MANAGEMENT
The Board’s policy is to maintain a strong capital base in order to ensure investor, creditor and market confidence and to sustain future development of business. It is the Group’s target to keep a minimum equity ratio of 30% (reported in 2021: 61.4% and 2020: 66.2%), which limits the level of borrowings. Changes to this target are subject to the Board of Directors’ approval. In addition, all covenants relating to bank liabilities must be satisfied at any time.
The Board of Directors monitors both the earnings per share and the ability of the Group to undertake future business development. Amongst others it may initiate share buyback programs in order to rebalance the position of the Group in relation to these targets.
The level of dividend payments to shareholders shall be kept on a constant and ongoing level.
There were no changes in the Group’s approach to capital management during the year.
Follow Tecan