2 Capital structure
Nominal value per share (CHF)
Share capital (CHF)
Legal reserves (CHF)
Net retained earnings (CHF)
Shareholders’ equity (CHF)
Conditional share capital
Reserved for employee participation plans
Reserved for future business development
Authorized share capital
Expiring on April 17, 2020
As of December 31, 2018, the Company’s share capital was CHF 1,176,637 and was divided into 11,766,372 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 11 “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 24,487 options (share option plans) were exercised and 77,013 shares (share plans) were transferred, increasing the Company’s share capital by CHF 10,150 and decreasing the Company’s conditional capital by 101,500 shares (fiscal year 2017: exercise of 39,053 options, transfer of 84,448 shares, increase of share capital by CHF 12,350 and decrease of conditional capital by 123,501 shares). As of December 31, 2018, 90,040 shares of the conditional share capital were reserved for outstanding employee stock options and 148,652 for outstanding employee shares. These shares correspond to a share capital of CHF 23,869.
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 pre-emptive 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 pre-emptive 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 17, 2018, the shareholders approved the creation of authorized share capital in article 3c paragraph 1 of the Articles of Incorporation, which authorizes the Board of Directors to increase the share capital at any time up to April 17, 2020, by a maximum of CHF 115,000 through the issue of not more than 1,150,000 registered shares to be paid in full with a nominal value of CHF 0.10, while preserving the pre-emptive rights of shareholders. The Board of Directors is also authorized in accordance with article 3c paragraph 1 to increase the share capital at any time up to April 17, 2020 by a maximum of CHF 115,000 through the additional issue of up to 1,150,000 registered shares to be paid in full with a nominal value of CHF 0.10, whereby the pre-emptive 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 pre-emptive rights were granted but not exercised must be used by the Board of Directors in the interest of the Company.
The following applies in both cases: Partial increases are permitted. The respective issue amount, the dividend entitlement date, the type of contributions and potential acquisitions of tangible assets 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.
ADDITIONAL REQUIREMENTS TO INCREASE THE SHARE CAPITAL UNDER THE AUTHORIZED AND CONDITIONAL SHARE CAPITAL
As long as the Company has authorized capital in accordance with article 3c of the Articles of Incorporation and if and to the extent that the Board of Directors issues convertible bonds, warrant-linked bonds, similar securities or other financial market instruments to create share capital (conditional capital increase), the right of the Board of Directors to increase the share capital based on article 3c paragraph 1 (authorized capital increase while maintaining pre-emptive rights) and the right of the Board of Directors to increase the share capital based on article 3c paragraph 2 (authorized capital increase with possible exclusion of pre-emptive rights) shall be reduced in each case by the amount of this conditional capital increase in proportion to the maximum amounts specified in article 3c paragraph 1 and article 3c paragraph 2. As long as the Company has conditional capital in accordance with article 3b of the Articles of Incorporation and if and to the extent that the Board of Directors increases the share capital based on article 3c of the Articles of Incorporation (authorized capital increase), the right of the Board of Directors, in accordance with article 3b of the Articles of Incorporation, to issue convertible bonds, warrant-linked bonds, similar securities or other financial market instruments to create share capital (conditional capital increase) shall be reduced by the amount of the aforementioned authorized capital increase. As a result of these provisions, the total authorization will be limited to less than 20% of the share capital. The Company has no convertible bonds and no employee stock options outstanding other than those described above. 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 cancelling these limitations on transferability are described in section 6.