Chart

2 CAPITAL STRUCTURE

 

2015

2016

2017

Shares

 11,467,577 

 11,541,371 

 11,664,872 

Nominal value per share (CHF)

0.10

0.10

0.10

 

 

 

 

Share capital (CHF)

 1,146,758 

 1,154,137 

 1,166,487 

Legal reserves (CHF)

 6,716,885 

 16,551,751 

 36,385,751 

Net retained earnings (CHF)

 198,291,481 

 247,403,692 

 231,404,950 

 

 

 

 

Shareholders’ equity (CHF)

 206,155,124 

 265,109,580 

 268,957,188 

 

 

 

 

Conditional share capital

 

 

 

 Reserved for employee participation plans

 

 

 Shares

  835,635

 761,841

 638,340

 CHF

 83,564

76,184 

 63,834

 Reserved for future business development

 

 

 

 Shares

1,800,000

1,800,000

1,800,000

 CHF

180,000

180,000 

 180,000

 

 

 

 

Authorized share capital

 

 

 

 Expiring on April 13, 2018

 

 

 

 Shares

2,200,000

2,200,000

2,200,000

 CHF

220,000

220,000

220,000

As of December 31, 2017, the Company’s share capital was CHF 1,166,487 and was divided into 11,664,872 registered shares with a nominal value of CHF 0.10 each. Each share is entitled to dividend payments whenever the shareholders approve a profit distribution. The Company does not have any bearer shares, participation certificates or bonus certificates outstanding.

 

Conditional share capital – changes in capital

In 1997, the Company’s shareholders approved the creation of conditional share capital of CHF 130,000 (consisting of 1,300,000 registered shares with a nominal value of CHF 0.10 each) for the purpose of employee stock options. Several employee stock option plans were adopted based on this conditional share capital. Details of these plans are given in the consolidated financial statements under Note 10 “Employee benefits”. Since 2011, the Company has serviced the options exercised and share transfers from its own shares. Due to the sale of all treasury shares in the first half of 2015, share capital was created again for the first time for the options subsequently exercised. A total of 39,053 options (share option plans) were exercised and 84,448 (share plans) were transferred, increasing the Company’s share capital by CHF 12,350 and decreasing the Company’s conditional capital by 123,501 shares (fiscal year 2016: exercise of 23,319 options, transfer of 50,475 shares, increase of share capital by CHF 7,379 and decrease of conditional capital by 73,794 shares). As of December 31, 2016, 94,984 shares of the conditional share capital were reserved for outstanding employee stock options and 165,701 for outstanding employee shares in connection with the Performance Share Matching Plan (PSMP) and other share plans. These shares correspond to a share capital of CHF 26,069. On April 26, 2006, the shareholders approved the creation of additional conditional share capital. The Company’s share capital may be increased by a maximum of CHF 180,000 through the issue of a maximum of 1,800,000 registered shares to be paid in full with a nominal value of CHF 0.10 each. This increase shall be achieved through the exercise of conversion or option rights granted in connection with bonds or similar instruments issued by the Company or Group companies or through the exercise of option rights granted to shareholders. Shareholders’ pre-emptive rights are excluded. The acquisition of registered shares through the exercise of conversion or option rights and any further transfer of registered shares is subject to the restrictions specified in Article 5 of the Articles of Incorporation. In the case of convertible bonds or warrant-linked bonds, the preferred subscription rights of the shareholders may be restricted or excluded by resolution of the Board of Directors 1) in order to finance or refinance the acquisition of companies, parts of companies or equity investments, or 2) to issue warrant-linked or convertible bonds on international capital markets. If preferred subscription rights are excluded, then 1) the bonds must be placed at market conditions; 2) the exercise period for warrants must be limited to five years and the exercise period for conversion rights must be limited to ten years from the date the bond was issued; and 3) the conversion or exercise price for the new shares must be set at least in line with the market conditions prevailing on the bond issue date. The Articles of Incorporation are available for consultation at www.tecan.com/tecan-corporate-policies.

 

Authorized share capital

On April 26, 2006 (for the first time), and on April 13, 2016, the shareholders approved the creation of authorized share capital, which authorizes the Board of Directors to increase the share capital at any time up to April 13, 2018, by a maximum of CHF 220,000 through the issue of not more than 2,200,000 registered shares to be paid in full with a nominal value of CHF 0.10. Increases by way of firm commitment underwriting as well as partial increases are permitted. The respective issue amount, the dividend entitlement date, the type of contributions and potential acquisitions of tangibleassets will be determined by the Board of Directors. Following acquisition, the new registered shares are subject to the restrictions specified in Article 5 of the Company's Articles of Incorporation. The pre-emption rights of the shareholders may be restricted, excluded and allocated to third parties by resolution of the Board of Directors if the new shares are intended to be used 1) to pay for the acquisition of companies, parts of companies or equity investments; 2) to finance or re-finance the acquisition of companies, parts of companies or equity investments; or 3) for an international placement of shares. Shares for which subscription rights were granted but not exercised must be used by the Board of Directors in the interest of the Company. The Company does not have convertible bonds or any options outstanding other than the aforementioned employee stock options.

 

Additional requirements to increase the share capital under the authorized and conditional share capital

The provisions of the Articles of Incorporation require that the conditional capital for convertible bonds, warrant-linked bonds, similar securities or other financial market instruments 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. As a result of these two provisions, the total authorization will be reduced to approximately 20% of the share capital. Due to the existing employee option and share programs, the possibility of creating employee shares and stock options is not affected by this change.

 

Entry in the share register and nominee regulations

Registration of voting rights in the Company’s share register is conditional on shareholders declaring that they have acquired the shares in their own name and for their own account. The Company’s Board of Directors may register nominees for not more than 2% of the share capital as shareholders with voting rights in the share register. Nominees are shareholders who do not explicitly declare in the registration application that they hold the shares for their own account and with whom the Company has entered into a corresponding agreement. In addition, for shares in excess of 2% of the share capital, the Board of Directors may register nominees with voting rights in the share register if such nominees disclose the names, addresses, nationalities and shareholdings of those persons for whose account they hold 2% or more of the share capital. Legal entities and companies that are linked to one another in terms of capital and voting power through uniform management or otherwise, as well as individuals, legal entities or companies coordinating their actions to circumvent the registration limitations, are considered to be one person. The Board of Directors is entitled to grant exceptions to the registration limitations in special cases. No such exceptions were granted in the year under review. The procedures and conditions for canceling these limitations on transferability are described in section 6.

 

EN DE