This note includes information about the Group’s share capital and additional paid-in capital. The other components of equity consist of the translation reserve and retained earnings. The Company’s shares are listed on SIX Swiss Exchange.

Issued share capital

The table below provides an overview of the shares in issue as of 31 December 2019 and 31 December 2018, all fully paid.

Number of shares

 

(Initial) ordinary shares

 

Ordinary shares
(class A1-A5)

 

Non-redeemable preference shares
(class P1-P5)

 

Total shares

Balance as of 1 January 2018

 

14,877,361

 

100,084,864

 

100,091,015

 

215,053,240

Conversion of share categories

 

200,175,879

 

(100,084,864)

 

(100,091,015)

 

Capital increase in connection with the IPO

 

105,000,000

 

 

 

105,000,000

Balance as of 31 December 2018

 

320,053,240

 

 

 

320,053,240

Balance as of 31 December 2019

 

320,053,240

 

 

 

320,053,240

Prior to the IPO in 2018

As of 1 January 2018 and prior to the IPO, the share capital consisted of 215,053,240 shares totalling €1,156.3 million, of which €2.2 million was share capital and €1,154.1 million was additional paid-in capital.

The shares were divided into different categories (ordinary shares and preference shares), with each share entitled to one vote at shareholders’ meetings. The nominal value of each share was €0.01. Rights to dividends and rights in case of dissolution of the Company varied depending upon the category of shares and the respective class within each category. Whether dividends were paid or the shares were redeemed was solely at the discretion of the Company. The non-redeemable preference shares were classified as equity as they bore discretionary dividends, did not contain any obligations to deliver cash or other financial assets and did not require settlement in a variable number of the Group’s equity instruments.

Conversion of shares in 2018

Prior to the IPO, the different classes of ordinary shares (class A1-A5, each with a nominal value of €0.01) were converted into one class of ordinary shares with a nominal value of €0.01 per share, and the different classes of preference shares (class P1-P5, each with a nominal value of €0.01) were converted into one class of preference shares with a nominal value of €0.01 per share. The resulting 100,091,015 single class preference shares were then converted into 100,091,015 ordinary shares with a nominal value of €0.01 per share. Finally, the nominal value of the only remaining class of ordinary shares was changed from €0.01 per share to CHF 0.01 per share. This change resulted in an insignificant reduction of the share capital and an increase of the additional paid-in capital of the same amount.

Issue of shares in IPO in 2018

The Company issued 105,000,000 new shares in the IPO, each with a nominal value of CHF 0.01. The gross proceeds from the IPO amounted to €1,043.9 million (CHF 11.25 per share), resulting in an increase in the share capital of €0.9 million and an increase in the additional paid-in capital of €1,043.0 million. Costs incurred of €38.6 million that are directly attributable to the issue of the new shares have been recognised as a deduction from equity (additional paid-in capital). The net proceeds from the IPO amount to €1,005.3 million. An amount of €3.4 million of costs incurred and recognised in the year ended 31 December 2018 that were directly attributable to the issue of the new shares was paid in 2019.

After the IPO

As of 31 December 2018, the share capital consisted of 320,053,240 shares, issued and fully paid, representing €2.8 million of share capital and €2,197.4 million of additional paid-in capital (before deduction of costs of €38.6 million relating to the issue of new shares in connection with the IPO in September 2018). Net of the deducted IPO costs, the additional paid-in capital in the comparative period amounted to €2,158.8 million.

As of 31 December 2019, the Group also had 320,053,240 shares, issued and fully paid. The nominal value of each share is CHF 0.01. Each share is entitled to one vote at shareholders’ meetings. The shareholders are entitled to dividends as declared from time to time.

Authorised share capital and conditional share capital

The Company has authorised share capital and conditional share capital of CHF 640,106.48 each as of 31 December 2019 and 31 December 2018.

The Board of Directors’ authority to increase the share capital out of authorised share capital is limited until 27 September 2020. Capital increases from authorised and conditional share capital are mutually exclusive, i.e. they are subject to a single combined limit, and may not exceed 64,010,648 shares (equalling CHF 640,106.48 or 20% of the existing share capital).

The authorised share capital can be used for various purposes. This creates a flexibility to seek additional capital, if required. The conditional share capital is divided into CHF 160,026.62 for employee benefit plans and CHF 480,079.86 for equity linked financing instruments.

Treasury shares

The Company purchases its own shares on the market to settle its obligations under its share-based payment plans and arrangements, which were introduced in the year ended 31 December 2019 (see note 31). The Company held 6,158 shares for this purpose as of 31 December 2019 (nil as of 31 December 2018), representing an amount of €0.1 million. All treasury shares are carried at acquisition cost.

(Number of treasury shares or in € million)

 

Number

 

Amount

Balance as of 1 January 2019

 

 

Purchases

 

47,000

 

(0.5)

Transfer under share-based payment plans and arrangements

 

(40,842)

 

0.4

Balance as of 31 December 2019

 

6,158

 

(0.1)

Dividends

A dividend of CHF 0.35 per share, totalling CHF 112.0 million (€99.0 million) was paid to shareholders out of the capital contribution reserve (additional paid-in capital) in April 2019. No dividends were paid in the year ended 31 December 2018.

For the year ended 31 December 2019, the Board of Directors will propose a dividend payment of CHF 0.38 per share, totalling CHF 121.6 million (which, as per the exchange rate as of 31 December 2019, would equal €112.1 million) to the Annual General Meeting to be held on 7 April 2020. The dividend payment to be proposed is not recognised as a liability.

Accounting policy

Incremental costs directly attributable to the issue of shares and purchase of treasury shares are recognised as a deduction from equity. Any resulting tax effects of any transaction costs that are recognised in equity are also reflected in equity.

Treasury shares

The cost of repurchased shares is presented as a deduction from equity, in the separate category treasury shares. When treasury shares subsequently are transferred to settle the Group’s obligations under its share-based payment plans and arrangements (or sold, if applicable), the related amount recognised as a share-based payment expense (or any amount received under a sale) is recognised as an increase in equity. Any resulting surplus or deficit is presented as an adjustment to additional paid-in capital. The Group applies the average cost method to calculate the surplus or deficit on the transfer or sale of treasury shares.