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24 Equity

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

Issued share capital

The Company has 337,520,872 ordinary shares in issue as of 31 December 2021 (320,053,240 as of 31 December 2020 and 1 January 2020), all fully paid. The below table provides an overview of the shares in issue.

Number of shares

 

Total shares

Balance as of 1 January 2020

 

320,053,240

Balance as of 1 January 2021

 

320,053,240

Issue of shares on 22 February 2021

 

17,467,632

Balance as of 31 December 2021

 

337,520,872

On 22 February 2021, the Company issued 17,467,632 ordinary shares with a nominal value of CHF 0.01 per share out of authorised share capital under exclusion of the subscription rights of the existing shareholders. The shares were, together with a payment of cash, part of the consideration transferred to OIG upon the acquisition of the remaining shares of the joint ventures in the Middle East on 25 February 2021 (see note 27). The difference between the nominal value of the issued shares and the fair value of the shares at the acquisition date is presented as additional paid-in capital.

The nominal value of each issued 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. Regarding the shares issued and transferred to OIG in 2021, OIG has agreed to a lock-up period for these shares of 24 months, subject to customary exceptions.

The 337,520,872 shares in issue represent €3.0 million of share capital (€2.8 million as of 31 December 2020).

Authorised share capital and conditional share capital

The Company has authorised share capital of CHF 675,041.74 as of 31 December 2021 (CHF 640,106.48 as of 31 December 2020) and conditional share capital of CHF 640,106.48 (CHF 640,106.48 as of 31 December 2020).

The Board of Directors’ authority to increase the share capital out of authorised share capital is as of 31 December 2021 limited until 21 April 2023. 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 67,504,174 shares, equalling CHF 675,041.74 or 20% of the existing share capital (of which only 64,010,648 shares can be created out of conditional share capital). However, the number of shares issued from authorised and conditional share capital under the exclusion of subscription and advance subscription rights, respectively, is limited until 21 April 2023 to a single combined maximum of 33,752,087 shares, equalling CHF 337,520.87 or 10% of existing share capital.

The authorised share capital can be used for various purposes. This creates a flexibility to seek additional capital, if required, for investment and acquisition opportunities or to take advantage of favourable market conditions to further improve the Group’s capital position. 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 as of 31 December 2021 (also as of 31 December 2020).

See note 4 for information about shares to be issued out of the Company’s authorised share capital and used in connection with the acquisition of Scholle IPN, which is expected to close in the second or the third quarter of 2022.

Treasury shares

The Company purchases its own shares on the market to settle its obligations under its share-based payment plans and arrangements (see note 31). The Company held 2,430 shares for this purpose as of 31 December 2021 (6,274 shares as of 31 December 2020), representing an amount of €0.1 million (€0.1 million as of 31 December 2020). All treasury shares are carried at acquisition cost.

 

 

2021

 

2020

(Number of treasury shares or in € million)

 

Number

 

Amount

 

Number

 

Amount

Balance as of 1 January

 

6,274

 

(0.1)

 

6,158

 

(0.1)

Purchases

 

26,739

 

(0.7)

 

40,000

 

(0.6)

Transfer under share-based payment plans and arrangements

 

(30,583)

 

0.7

 

(39,884)

 

0.6

Balance as of 31 December

 

2,430

 

(0.1)

 

6,274

 

(0.1)

Dividends

For the year ended 31 December 2021, the Board of Directors will propose to the Annual General Meeting to be held on 7 April 2022 a dividend payment of CHF 0.45 per share, totalling CHF 151.9 million (which, as per the exchange rate as of 31 December 2021, would equal €147.0 million). The dividend payment to be proposed is not recognised as a liability.

A dividend of CHF 0.42 per share, totalling CHF 141.8 million (€128.1 million) was paid to shareholders out of the capital contribution reserve (additional paid-in capital) in April 2021. The dividend payment was not recognised as a liability as of 31 December 2020.

A dividend of CHF 0.38 per share, totalling CHF 121.6 million (€114.8 million) was paid to shareholders out of the capital contribution reserve (additional paid-in capital) in April 2020. The dividend payment was not recognised as a liability as of 31 December 2019.

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 are subsequently 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.