2. Capital structure


The ordinary share capital registered in the commercial register has a nominal value of CHF 20,144,555.50 as of 31 December 2017, which corresponds to 201,445,555 fully paid-up bearer shares each with a par value of CHF 0.10. Due to the conversion of some of the convertible bonds issued in 2016, the ordinary share capital issued as of 31 December 2017 has a nominal value of CHF 20,176,855.50, which corresponds to 201,768,555 fully paid-up bearer shares each with a par value of CHF 0.10. The Articles of Association of Von Roll Holding AG provide for conditional capital of up to CHF 7,538,977.80 and authorised capital of up to CHF 9,238,944.40.

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. As some of the convertible bonds for 2016 – 2022 were converted, the amount of conditional capital was reduced by CHF 32,300 in the reporting year. In the previous year, the amount of conditional capital was reduced by CHF 1,666,666.60 due to the conversion of some of the convertible bonds for 2014 – 2020. In total, the conditional capital was reduced by CHF 1,698,966.60 from CHF 9,238,944.40 to CHF 7,539,977.80 as a result of these conversions. The Board of Directors is thus entitled to increase the company’s share capital by up to CHF 7,539,977.80 by issuing a maximum of 75,399,778 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.

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.

The conditional capital increased at the Annual General Meeting on 13 April 2016 amounted to a maximum of CHF 9,238,944.50, which equated to 50 % of the share capital of 184,778,889 bearer shares existing at the time. The authorised capital created at the Annual General Meeting on 13 April 2016 amounts to a maximum of CHF 9,238,944.50, which equated to 50 % of the share capital of 184,778,889 bearer shares existing at the time.

Converting 323 rights to the convertible bonds issued in 2016 led to the ordinary share capital being increased by a nominal value of CHF 32,300.00 from CHF 20,144,555.50 to CHF 20,176,855.50 in the reporting year. The conditional capital was reduced accordingly by CHF 32,300.00 from CHF 7,572,277.80 to CHF 7,539,977.80. The authorised capital remained unchanged in the reporting year.

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. Converting 40,000 rights to the convertible bonds issued in 2014 led to the ordinary share capital being increased by CHF 1,666,666.60 from CHF 18,477,888.90 to CHF 20,144,555.50 and the conditional capital being reduced accordingly by a nominal value of CHF 1,666,666.60 from CHF 9,238,444.40 to CHF 7,572,277.80 in the previous reporting year. The authorised capital remained unchanged in the previous reporting year. The capital had not changed in reporting year 2015.

As of 31 December 2017, 201,768,555 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. Each shareholder has the statutory membership and proprietary rights, in particular the entitlement to receive dividends and voting rights. 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

1.00%-convertible bonds CHF 150,000,000 20162022 

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.

The conversion price is set at CHF 1.00. The offering and redemption prices are set at 100 % each. The convertible bonds will carry a coupon of 1.00 % 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 had 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 can have a dilutive effect on the shares. 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 bearer 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 78 and Note 7 on page 98).

1.25%-convertible bonds CHF 61,000,000 20142020

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 clause) of Von Roll. The shares to be delivered upon conversion of the bonds will be shares made available from the conditional new share capital.

The conversion price is set at CHF 2.40. The offering and redemption prices are set at 100 % each. The convertible bonds will carry a coupon of 1.25 % 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 had 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 can have a dilutive effect on the shares. 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 bearer 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 79 and Note 7 on page 98 f.).

If the two aforementioned convertible bonds were to be fully converted, the share capital would increase by CHF 17,541,687.00 (subject to any adjustments due to the dilution protection clauses), which equates to 94.93 % of the share capital of 184,778,889 bearer shares existing before the aforementioned convertible bonds were issued.

2.7.2 Options 

Von Roll Holding AG has not issued any options.