2. Capital structure


The share capital registered in the commercial register has a nominal value of CHF 18,477,888.90 as of 31 December 2016, which corresponds to 184,778,889 bearer shares each with a par value of CHF 0.10. Due to the conversion of some of the convertible bonds issued in 2014, the share capital issued as of 31 December 2016 has a nominal value of CHF 20,144,555.50, which corresponds to 201,445,555 bearer shares each with a par value of CHF 0.10.

The Annual General Meeting on 13 April 2016 increased the conditional capital of CHF 3,000,000 approved at the Annual General Meeting on 9 April 2014 by CHF 6,238,944.40 to CHF 9,238,944.40. The Board of Directors is thus entitled to increase the company’s share capital by up to CHF 9,238,944.40 by issuing a maximum of 92,389,444 fully paid-up bearer shares each with a par value of CHF 0.10 to be subscribed for by exercising conversion rights granted in connection with debentures or similar bonds of Von Roll Holding AG or Group companies. The holders of conversion rights at that time are entitled to acquire the new shares. Shareholders’ subscription rights are excluded. Shareholders’ advance subscription rights can be restricted or excluded by a decision of the Board of Directors to finance or refinance the acquisition of companies, parts of companies or investments or new investments planned by the company, or to issue convertible bonds on national or international capital markets. If advance subscription rights are excluded, the bonds are to be placed at market conditions, the period for exercising the conversion rights is to be set at a maximum of ten years from bond issuance and, when conversion rights are exercised, new shares are to be issued at conditions which take the market price of the shares into account. As some of the convertible bonds for 2014–2020 were converted, the amount of conditional capital was reduced by CHF 1,666,666.60.

The Annual General Meeting on 13 April 2016 then created authorised capital. This entitles the Board of Directors to increase the company’s share capital by up to CHF 9,238,944.40 by issuing a maximum of 92,389,444 fully paid-up bearer shares each with a par value of CHF 0.10 at any time until 13 April 2018. Increases by means of firm underwriting (by a bank, a banking syndicate or a third party) and increases by partial amounts are permitted. The Board of Directors determines the time of issue, the issue price, the type of contribution to be made and the timing of dividend entitlement. The Board of Directors is also entitled to enable, restrict or prohibit trading in subscription rights. The Board of Directors may place subscription rights which are not exercised or shares for which subscription rights are granted but not exercised at market conditions or make use of them in another way in the interest of the company. The Board of Directors is entitled to restrict or suspend shareholders’ subscription rights in order to use the shares in connection with mergers and acquisitions (including takeovers) of companies, parts of companies or shareholdings or with new investments planned by the company and/or Group companies, financing or refinancing such mergers, acquisitions or planned new investments or converting loans or financial liabilities.

Converting 40,000 rights to the convertible bonds issued in 2014 led to the share capital being increased by a nominal value of CHF 1,666,666.60 in the reporting year, which corresponds to 16,666,666 bearer shares each with a par value of CHF 0.10, from a nominal value of CHF 18,477,888.90, which corresponds to 184,778,889 bearer shares each with a par value of CHF 0.10, to a nominal value of CHF 20,144,555.50, which corresponds to 201,445,555 bearer shares each with a par value of CHF 0.10 (see also section 2.1). The capital had not changed in the two years before the reporting year.

As of 31 December 2016, 201,445,555 bearer shares with a nominal value of CHF 0.10 had been issued and were fully paid up. One bearer share carries one voting right. There were no participation certificates outstanding.

Von Roll Holding AG has not issued any bonus certificates.

There are no limitations on transferability or nominee registrations.

2.7.1 Convertible bonds

As of 11 April 2016, Von Roll Holding AG issued unsecured convertible bonds (stock symbol: ROL16; Swiss security number: 31954490; ISIN: CH0319544901) of CHF 150 million due in 2022. They are convertible into 150,000,000 bearer shares (subject to any adjustments due to the dilution protection clause) of Von Roll. The shares to be delivered upon conversion of the bonds will be new shares made available from the conditional share capital and, insofar as necessary, from the authorised share capital (see section 2.2).

The conversion price is set at CHF 1.00. The offering and redemption price are set at 100 % each. The convertible bonds will carry a coupon of 1.000 % per annum, payable annually in arrears. Existing shareholders have been granted advance subscription rights to subscribe for the convertible bonds in proportion to their current shareholding. Through the conversion of the convertible bonds, one new share is created for one existing share. Accordingly, based on an issue total of CHF 150 million, each shareholder has the right to purchase a bond of CHF 1,000 nominal amount for every 1,185 shares held on 22 March 2016 after the end of trading. Any exercise of conversion rights will dilute earnings per share. The convertible bond can be redeemed early at any time if more than 85 % of the original bond total is converted and/or redeemed or, after 2 May 2018, if the closing price of the Von Roll Holding AG registered share on the SIX Swiss Exchange is 130 % or more of the conversion price over a period of 20 out of 30 consecutive trading days (see also Note 31 on page 76 and Note 7 on page 98 in the Annual Report 2016).

As of 18 June 2014, Von Roll Holding AG issued unsecured convertible bonds (stock symbol: ROL14; Swiss security number: 24523928; ISIN: CH0245239287) of CHF 61 million due in 2020. They are convertible into 25,416,870 bearer shares (subject to any adjustments due to the dilution protection clauses) of Von Roll. The shares to be delivered upon conversion of the bonds will be shares made available from the conditional new share capital (see section 2.2).

The conversion price is set at CHF 2.40. The offering and redemption price are set at 100 % each. The convertible bonds will carry a coupon of 1.250 % per annum, payable annually in arrears. Existing shareholders have been granted advance subscription rights to subscribe for the convertible bonds in proportion to their current shareholding. Through the conversion of the convertible bonds, one new share is created for seven existing shares. Accordingly, based on an issue total of CHF 61 million, each shareholder has the right to purchase a bond of CHF 1,000 nominal amount for every 2,913 shares held on 2 June 2014 prior to the start of trading. Any exercise of conversion rights will dilute earnings per share. The convertible bond can be redeemed early at any time if more than 85 % of the original bond total is converted and/or redeemed or, after 9 July 2016, if the closing price of the Von Roll Holding AG registered share on the SIX Swiss Exchange (SIX) is 130 % or more of the conversion price over a period of 20 out of 30 consecutive trading days (see also Note  31 on page 77 and Note 7 on page  98 in the Annual Report 2016).

2.7.2 Options 

A stock option plan was introduced in 2008 for senior and middle management which expired at the end of January 2014 and was not renewed.