2. Capital structure
2.1 Ordinary share capital
The ordinary share capital of the Company as registered with the commercial register of the Canton of Schaffhausen amounts to CHF 3,200,532.40 as of 31 December 2020.
It currently consists of 320,053,240 fully paid-up registered shares with a nominal value of CHF 0.01 per share.
As part of the transaction to purchase the remaining shares in its joint venture companies in Saudi Arabia (i.e. Al Obeikan SIG Combibloc Company Ltd., Riyadh) and in the UAE (i.e. SIG Combibloc Obeikan FZCO, Dubai) from OIG, the Company intends to increase its share capital by CHF 174,676.32 through issuing 17,467,632 fully paid-up registered shares with a nominal value of CHF 0.01 per share. It is anticipated that this transaction will be completed before the end of Q1 2021, subject to customary closing conditions and approvals from regulatory authorities.
2.2 Authorized and conditional share capital
The Company has authorized share capital and conditional share capital of CHF 640,106.48 each as of 31 December 2020.
The Board of Directors is authorized to increase the share capital at any time until 7 April 2022 by a maximum of CHF 640,106.48 through the issue of up to 64,010,648 shares of CHF 0.01 nominal value each. See Section 2.1 of this report regarding the intention of the Company to increase its share capital by issuing shares out of its authorized share capital.
The conditional capital of CHF 640,106.48 (i.e. 64,010,648 shares of CHF 0.01 nominal value each) is divided into the following amounts:
- CHF 160,026.62 for employee benefit plans
- CHF 480,079.86 for equity-linked financing instruments
Capital increases from authorized and conditional share capital are subject to a single combined limit, i.e. the total number of new shares that may be issued from the authorized and conditional share capital together in accordance with art. 4, 5 and 6 of the Articles of Association may not exceed 64,010,648 shares (i.e. CHF 640,106.48, corresponding to 20% of the existing share capital). Within the limit outlined above, the proportion of new shares assigned to each of the categories is stipulated by the Board of Directors. Any newly issued shares are subject to the restrictions set out in art. 7 of the Articles of Association. However, the shares issued from authorized and conditional share capital under the exclusion of subscription and advance subscription rights, respectively, is limited until 7 April 2022 to a single combined maximum of 32,005,324 shares (equalling CHF 320,053.24 or 10% of existing share capital).
Reference is made to the Articles of Association for the precise wording of provisions relating to authorized and conditional share capital, in particular art. 4, 5 and 6 of the Articles of Association. Among other matters, these contain details regarding the beneficiaries of the employee benefit plan and the entitlements to withdraw or restrict shareholders’ subscription rights. The relevant provisions can be downloaded as a pdf document at https://www.sig.biz/investors/en/governance/articles-of-association.
2.3 Changes in capital
Until 4 September 2018, the legal form of the Company was a Luxembourg limited liability company (société à responsabilité limitée). As a Luxembourg company, equity contributions were made on 30 June 2017. Additional new shares, 48,366 ordinary shares and 44,327 preference shares, were issued and fully paid. This increased share capital by EUR 927 and additional paid-in capital by EUR 639,073.
On 4 September 2018 (prior to the listing of the Company), an extraordinary shareholders’ meeting of the Company approved the conversion of the Company from a Luxembourg limited liability company (société à responsabilité limitée) into a Luxembourg corporation (société anonyme). The same shareholders’ meeting resolved to convert with effect from 25 September 2018 (i) the six classes of ordinary shares (each with a nominal value of EUR 0.01) into one class of ordinary shares with a nominal value of EUR 0.01 per share and (ii) the five classes of preference shares (each with a nominal value of EUR 0.01) into one class of preference shares with a nominal value of EUR 0.01 per share.
On 27 September 2018, an extraordinary shareholders’ meeting of the Company resolved to convert the 100,091,015 preference shares into 100,091,015 ordinary shares. Further, the meeting unanimously resolved to change the currency of the share capital of the Company from EUR to CHF. As a result, the Company’s share capital immediately prior to the migration to Switzerland was CHF 2,150,532.40 and consisted solely of ordinary shares with a nominal value of CHF 0.01 per share.
For the purposes of the IPO, the Company further increased its share capital by CHF 1,050,000.00 from CHF 2,150,532.40 to CHF 3,200,532.40 through the issue of 105,000,000 shares. The shareholders’ resolution approving the share capital increase was passed at an extraordinary shareholders’ meeting on 27 September 2018 excluding the subscription rights (Bezugsrechte) of the existing shareholders of the Company.
See Section 2.1 of this report regarding the intention of the Company to increase its share capital by issuing shares out of its authorized share capital as part of the transaction to purchase the remaining shares in its joint venture companies in Saudi Arabia (i.e. Al Obeikan SIG Combibloc Company Ltd., Riyadh) and in the UAE (SIG Combibloc Obeikan FZCO, Dubai).
2.4 Shares, participation certificates and profit-sharing certificates
The shares are registered shares with a nominal value of CHF 0.01 each and are fully paid-in. Each share carries one vote at a shareholders’ meeting. The shares rank pari passu in all respects with each other, including, in respect of entitlements to dividends, to a share in the liquidation proceeds in the case of a liquidation of the Company, and to pre-emptive rights.
The Company issues its shares as uncertificated securities (Wertrechte), within the meaning of art. 973c of the Swiss Code of Obligations (“CO”) and in accordance with art. 973c CO, the Company maintains a register of uncertificated securities (Wertrechtebuch).
The shares which are entered into the main register of SIX SIS AG consequently constitute book-entry securities (Bucheffekten) within the meaning of the Federal Act on Intermediated Securities (“FISA”).
The Company has neither outstanding participation certificates nor shares with preferential rights.
The Company has not issued any profit-sharing certificates (Genussscheine).
2.5 Limitations on transferability and nominee registrations
According to art. 7 of the Articles of Association, any person holding shares will upon application be entered in the share register without limitation as shareholders with voting rights, provided it expressly declares to have acquired the shares in its own name and for its own account.
Any person who does not expressly state in its application to the Company that the relevant shares were acquired for its own account may be entered in the share register as a shareholder with voting rights without further inquiry up to a maximum of 5% of the issued share capital outstanding at that time. Above this limit, shares held by nominees are entered in the share register with voting rights only if the nominee in question makes known the names, addresses and shareholdings of the persons for whose account it is holding 1% or more of the outstanding share capital available at the time, and provided that the disclosure requirement stipulated in the FMIA is complied with. In addition, the Board of Directors has the right to conclude agreements with nominees concerning their disclosure requirements. Such agreements may further specify the disclosure of beneficial owners and contain rules on the representation of shareholders and the voting rights. The percentage limit mentioned above also applies if shares are acquired by way of exercising pre-emptive, subscription, option or conversion rights arising from shares or any other securities issued by the Company or any third party.1
The setting and cancelling of the limitation on transferability in the Articles of Association require a resolution of the shareholders’ meeting of the Company passed by at least 2/3 of the represented share votes and an absolute majority of the par value of represented shares.
2.6 Convertible bonds and warrants/options
As of 31 December 2020, the Company has no outstanding bonds or debt instruments convertible into or option rights in the Company’s securities.
As of 31 December 2020, a total of 602,531 Performance Share Unit (“PSU”) and Restricted Share Unit (“RSU”) awards were outstanding, subject to fulfilment of pre-defined vesting conditions in connection with SIG’s compensation framework, in particular the SIG Long-Term Incentive Plan. Each awarded PSU and RSU represents the contingent right to receive one SIG share. The Group expects to settle its obligations under these plans and arrangements by using own shares (treasury shares). Hence, the vesting of the PSUs and RSUs do not result in an increase of the existing share capital. Please refer to the Compensation Report for further information pertaining to any PSUs and RSUs awarded as an element of Board and executive compensation.
Furthermore, the Group introduced in 2020 an equity investment plan (“EIP”) for a wider group of management in leadership positions under which the participants may choose to invest in shares in the Company at market value. The number of employees invited to participate in the EIP is limited per year to 2% of the Group’s employees. The amount a participant may invest per year is limited to the value of the annual short-term incentive target amount for the participant in the relevant year. The shares are blocked for three years. For each purchased share, the Group grants the participants two matching options to purchase another two shares at a pre-defined exercise price at the end of a three-year vesting period. The Group expects to settle its obligations under these plans and arrangements by using own shares (treasury shares). Hence, the exercise of the EIP options is not expected to result in an increase of the existing share capital. Please refer to note 31 of the consolidated financial statements for the year ended 31 December 2020 for additional information about the EIP options.
As part of the transaction to purchase the remaining shares in its joint venture companies in Saudi Arabia (i.e. Al Obeikan SIG Combibloc Company Ltd., Riyadh) and in the UAE (i.e. SIG Combibloc Obeikan FZCO, Dubai), OIG has a right to receive 17,467,632 fully paid-up registered shares with a nominal value of CHF 0.01 per share, corresponding to 5.175% of the existing share capital. It is anticipated that the closing of this transaction will be consummated before the end of Q1 2021, subject to customary closing conditions and approvals from regulatory authorities.
1 For a comprehensive description of the limitations to transferability and nominee registration refer to art. 7 of the Articles of Association.