2. Capital structure


The ordinary share capital listed in the commercial register has a par value of CHF 35,654,480.40 as at December 31, 2019, which corresponds to 356,544,804 fully paid-up bearer shares, each with a par value of CHF 0.10. As at December 31, 2019, the issued share capital amounts to a nominal CHF 35,655,880.40, which corresponds to 356,558,804 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 an increase of share capital as a component of the conditional capital by up to CHF 365,077.00, which corresponds to up to 3,650,770 fully paid-up bearer shares, each with a par value of CHF 0.10. As a result of partial conversion of the 1.00 % convertible bond CHF 150,000,000

2016 – 2022 ( see page 14 section 2.7 ) in the reporting year, this amount was reduced to a maximum limit of CHF 363,677.00 as at December 31, 2019, which corresponds to up to 3,636,770 fully paid-up bearer shares, each with a par value of CHF 0.10.

The Articles of Association of Von Roll Holding AG permit the Board of Directors to increase the share capital, as a component of the authorized capital, by a maximum of CHF 2,245,725.80, which corresponds to a maximum of 22,457,258 fully paid-up bearer shares, each with a par value of CHF 0.10. This amount did not change during the reporting year.

The Board of Directors is entitled to increase the company’s share capital by up to CHF 363,677.00 by issuing a maximum of 3,636,770 fully paid-up bearer shares with a par value of CHF 0.10 per share 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. Share- holders’ subscription rights are excluded. Shareholders’ advance subscription rights can be restricted or excluded by a resolution of the Board of Directors to finance or refinance the acquisition of companies, parts of companies or shareholdings, 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 10 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 (see Section (“Abschnitt”) 2 Article 5a of the Articles of Association, which can be viewed at www.vonrollgroup.com/en/corporate-governance/corporate-governance1/articles-of-incorporation/).

The Board of Directors is authorized to increase the share capital of the company at any time until April 24, 2020, by up to CHF 2,245,725.80 by issuing a maximum of 22,457,258 fully paid-up bearer shares, each with a par value of CHF 0.10. 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 entitled to enable, restrict or prohibit trading in subscription rights. The Board of Directors is entitled to place subscription rights which are not exercised, or shares for which subscription rights are granted but not exercised, at market conditions or to otherwise employ them in the company's interest. 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 (see Section (“Abschnitt”) 2 Article 5b of the Articles of Association, which can be viewed at www.vonrollgroup.com/en/corporate-governance/corporate-governance1/articles-of-incorporation/).

Under the conditional capital, up to CHF 363,677.00 can be issued by the Board of Directors, which equates to 1.02 % of the existing share capital of CHF 35,655,880.40. Under the authorized capital, up to CHF 2,245,725.80 can be issued by the Board of Directors, which equates to 6.3 % of the existing share capital of CHF 35,655,880.40.

In the reporting year:

As some of the 1.00% convertible bond CHF150,000,000 2016–2022 (see page 14 section 2.7) was converted, the share capital was increased by a par value of CHF 1,400.00 from CHF 35,654,480.40 to CHF 35,655,880.40 in the reporting year. The amount up to CHF 365,077.00 as at December 31, 2018, by which the Board of Directors may increase the share capital as a component of the conditional capital was reduced in the reporting year due to the partial conversion of the 1.00% convertible bond CHF150,000,000 2016–2022 (see page 14 section 2.7) by CHF1,400.00 to up to CHF 363,677.00. The amount as at December 31, 2018, with a maximum value of CHF 2,245,725.80, by which the Board of Directors may increase the share capital as a component of the authorized capital, did not change during the reporting year.

In 2018:

As some of the 1.25% convertible bond CHF61,000,000 2014–2020 and the 1.00% convertible bond CHF 150,000,000 2016–2022 (see page 14 f. section 2.7) was converted, the share capital was increased by a par value of CHF 15,477,624.90 from CHF 20,176,855.50 to CHF 35,654,480.40 in 2018. The amount up to CHF 7,539,977.80 as at December 31, 2017, by which the Board of Directors may increase the share capital as a component of the conditional capital was increased by the ordinary General Meeting on April 24, 2018, by CHF 2,548,449.90 to a maximum of CHF 10,088,427.70 and was then reduced in 2018 through the partial conversion of the 1.25% convertible bond CHF 61,000,000 2014 – 2020 and the 1.00 % convertible bond CHF 150,000,000 2016–2022 (see page 14 f. section 2.7) by CHF9,273,350.70 to a maximum of CHF 365,077.00. The Board of Director’s authorization to increase the share capital by the amount as at December 31, 2017, with a maximum value of CHF 9,238,944.40 as a component of the authorized capital expired on April 13, 2018. The ordinary General Meeting of April 24, 2018, authorized an amount with a maximum value of CHF 8,000,000.00 by which the Board of Directors can increase the share capital as a component of the authorized capital. Due to the partial conversion of the 1.00% convertible bond CHF150,000,000 2016–2022 (see page 14 section 2.7) in 2018, this amount was then reduced by CHF 5,754,274.20 to a maximum limit of CHF 2,245,725.80.

In 2017:

As some of the 1.00% convertible bond CHF150,000,000 2016–2022 (see page 14 section 2.7) was converted, the share capital was increased by a par value of CHF 32,300.00 from CHF 20,144,555.50 to CHF 20,176,855.50 in 2017. The amount up to CHF 7,572,277.80 as at December 31, 2016, by which the Board of Directors may increase the share capital as a component of the conditional capital was reduced in 2017 due to the partial conversion of the 1.00% convertible bond CHF150,000,000 2016–2022 (see page 14 section 2.7) by CHF 32,300.00 up to CHF 7,539,977.80. The amount up to CHF 9,238,944.40 as at December 31, 2016, by which the Board of Directors may increase the share capital as a component of the authorized capital did not change in 2017.

The changes in share capital in the last three reporting years are shown in the table below :

Type of capital (in CHF) / reporting date
31.12.2019

31.12.2018

31.12.2017

Ordinary capital
(issued capital)
35 655 880.40

35 654 480.40

20 176 855.501

Ordinary capital (capital registered in the commercial register)
35 654 480.40

35 654 480.40

20 144 555.50

Conditional capital
363 677.00
365 077.00
7 539 977.80
Authorized capital
2 245 725.80
2 245 725.80
9 238 944.40


1 The issued capital was registered in the Swiss commercial register as at January 29, 2018.

As at December 31, 2019, 356,558,804 bearer shares with a par value of CHF 0.10 had been issued and were fully paid up. One bearer share carries one voting right. Each shareholder possesses statutory membership and proprietary rights, in particular the entitlement to receive dividends and voting rights. No participation certificates were outstanding.

Von Roll Holding AG has not issued any dividend-rights certificates.

There are no limitations on transferability or nominee registrations.

1.00 % convertible bond CHF 150,000,000 2016 – 2022

On April 11, 2016, Von Roll Holding AG issued an unsecured convertible bond (valor symbol : ROL16 ; valor number : 31954490 ; ISIN : CH0319544901 ) amounting to CHF 150 million, due in 2022. This bond is convertible into 150,000,000 bearer shares (subject to any adjustments due to the dilution protection clause) of Von Roll Holding AG. The shares to be delivered upon conversion will be made available through the provision of new shares from the conditional capital and, as far as necessary, from the authorized capital.

The conversion price is set at CHF 1.00. The issue and redemption prices are set at 100 % each. The convertible bond carries a coupon rate of 1.00 % per annum, payable annually in arrears. Existing shareholders have been granted subscription rights to subscribe for the convertible bond in proportion to their current shareholding. Through the conversion of the convertible bond, 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 with a nominal amount of CHF 1,000 for every 1,185 shares held on March 22, 2016, at close 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 May 2, 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 18 on page 66 f. and Note 7 on page 79 f.).

A par value of CHF 1,093,000 of this convertible bond was still outstanding on December 31, 2019. If this remaining outstanding share of the convertible bond were also to be fully converted, the share capital would increase by CHF 109,300, which equates to 0.31 % of the existing share capital as at December 31, 2019.

1.25 % convertible bond CHF 61,000,000 2014 – 2020

On June 18, 2014, Von Roll Holding AG issued an unsecured convertible bond (valor symbol : ROL14 ; valor number : 24523928 ; ISIN : CH0245239287 ) amounting to CHF 61 million, due in 2020. This bond is convertible into 25,416,870 bearer shares (subject to any adjustments due to the dilution protection clause) of Von Roll Holding AG. The shares to be delivered upon conversion will be made available through the provision of new shares from the conditional capital.

The conversion price is set at CHF 2.40. The issue and redemption prices are set at 100 % each. The convertible bond carries a coupon rate of 1.25 % per annum, payable annually in arrears. Existing shareholders have been granted subscription rights to subscribe for the convertible bond in proportion to their current shareholding. Through the conversion of the convertible bond, 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 with a nominal amount of CHF 1,000 for every 2,913 shares held on June 2, 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 July 9, 2016, 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 18 on page 66 ff. and Note 7 on page 80).

A par value of CHF 6,105,000 of this convertible bond was still outstanding on December 31, 2019. If this remaining outstanding share of the bond were also to be fully converted, the share capital would increase by CHF 254,375, which equates to 0.71 % of the existing share capital as at December 31, 2019.

Share capital increase at full conversion of the convertible bonds

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 clause ), which equates to 94.93 % of the share capital of 184,778,889 bearer shares existing before the aforementioned convertible bonds were issued.

Options

Von Roll Holding AG has not issued any options.