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23  Shareholders’ equity

  

23.1  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).

 

23.2  Nature and purpose of the equity reserves

 

23.2.1  Treasury shares

The Position ‘Treasury shares’ comprises the acquisition cost of the treasury shares held by the Group. All rights attached to treasury shares are suspended until those shares are resold.

 

23.2.2  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).

  

23.3  Movements in shares outstanding

 

Shares issued

Treasury shares

Shares outstanding

Shares (each share has a nominal value of CHF 0.10)

 

 

 

Balance at January 1, 2017

11,541,371

 – 

11,541,371

New shares issued based on employee participation plans

123,501

 – 

123,501

 

 

 

 

Balance at December 31, 2017

11,664,872

 – 

11,664,872

 

 

 

 

New shares issued based on employee participation plans

101,500

 – 

101,500

 

 

 

 

Balance at December 31, 2018

11,766,372

 – 

11,766,372

23.4  Dividends paid

 

2017

2018

2019
Proposed

Number of shares eligible for dividend 

11,608,657

11,731,033

11,766,372

Dividends paid (CHF/share)

 1.75 

2.00

2.10

 

23.5  Conditional share capital reserved for the employee participation plans

 

2017

2018

Shares (each share has a nominal value of CHF 0.10)

 

 

Balance at January 1

761,841 

638,340

New shares issued based on employee participation plans

 (123,501) 

(101,500)

 

 

 

Balance at December 31

638,340

536,840

 

 

 

Employee share options and employee shares, not yet delivered

260,685 

238,692

23.6  Conditional and authorized share capital for the purpose of future business development

 

 

31.12.2017

31.12.2018

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

13.04.2018

17.04.2020

  Shares (with a nominal value of CHF 0.10 each)

 2,200,000 

 2,300,000 

  CHF

 220,000 

 230,000 

 

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. However, the conditional share capital for employee participation plans is not affected by this rule.

 

23.7  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 2018: 71.0% and 2017: 68.4%), 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.