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. See note 27 for information about the hedging reserve (the sections “Deal-contingent derivatives” and “Accounting policy”). The Group applied cash flow hedge accounting for the first time in the year ended 31 December 2022.

The Company’s shares are listed on SIX Swiss Exchange.

Issued share capital

The Company has 382,270,872 shares in issue as of 31 December 2022 (337,520,872 shares as of 31 December 2021), all fully paid. The table below provides an overview of these shares.

On 18 May 2022, the Company issued 11,000,000 ordinary shares with a nominal value of CHF 0.01 per share from authorised share capital under exclusion of the subscription rights of existing shareholders. The new shares were offered to investors as part of an accelerated book building process. The placement of the shares at a price of CHF 19.40 per share generated gross proceeds of CHF 213,400,000 (€203.5 million), resulting in an increase in the share capital of €0.1 million and an increase in the additional paid-in capital of €203.4 million. The costs incurred of €3.6 million that are directly attributable to the placement of the shares have been recognised as a deduction from equity (additional paid-in capital). The net proceeds from the capital increase amounted to €199.9 million and were used to fund, in part, the acquisition of Evergreen Asia (see also notes 4, 22 and 27). The new shares were listed and admitted to trading on SIX Swiss Exchange on 19 May 2022. The newly issued shares have the same rights as the Company’s other ordinary shares.

On 23 May 2022, the Company issued 33,750,000 ordinary shares with a nominal value of CHF 0.01 per share from authorised share capital under exclusion of the subscription rights of existing shareholders. The shares, together with a cash payment, were part of the consideration for Scholle IPN that was transferred to CLIL on 1 June 2022 (see notes 27 and 29). The difference of €686.5 million 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 newly issued shares have the same rights as the Company’s other ordinary shares. CLIL has agreed to a lock-up period for these shares of 18–24 months, subject to customary exceptions.

On 22 February 2021, the Company issued 17,467,632 ordinary shares with a nominal value of CHF 0.01 per share from authorised share capital under exclusion of the subscription rights of existing shareholders. The shares, together with a cash payment, were 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 of €323.1 million 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 newly issued shares have the same rights as the Company’s other ordinary shares. OIG has agreed to a lock-up period for these shares of 24 months, subject to customary exceptions.

The 382,270,872 shares in issue as of 31 December 2022 represent €3.4 million of share capital (€3.0 million as of 31 December 2021).

Authorised share capital and conditional share capital

The Company has authorised share capital of CHF 565,062.61 as of 31 December 2022 (CHF 675,041.74 as of 31 December 2021) and conditional share capital of CHF 640,106.48 (CHF 640,106.48 as of 31 December 2021).

Before the Annual General Meeting held on 7 April 2022, the Board of Directors was authorised, at any time until 21 April 2023, to increase the Company’s share capital through the issue of up to 67,504,174 shares. The authority to issue shares from authorised share capital under exclusion of the subscription rights of existing shareholders was limited to a maximum of 33,752,087 shares, equalling CHF 337,520.87.

The Annual General Meeting held on 7 April 2022 approved, subject to consummation of the acquisition of Scholle IPN having occurred or being imminent, the creation of additional authorised share capital of 10% of the then issued share capital (ie. CHF 337,520.87), corresponding to 33.75 million shares that could be issued without subscription rights of existing shareholders. Hence, the authority to issue shares from authorised share capital under exclusion of the subscription rights of existing shareholders increased to a maximum of 67,504,174 shares, equalling CHF 675,041.74, subject to the acquisition of Scholle IPN having occurred or being imminent. This allowed the Company, after the issue of shares from authorised share capital on 18 May 2022, again to use authorised share capital to issue and transfer shares to CLIL as part of the consideration for Scholle IPN (see the section above and note 27).

As of 31 December 2022, the Board of Directors is authorised, at any time until 21 April 2023, to increase the Company’s share capital through the issue of up to 56,506,261 shares. Capital increases from authorised and conditional share capital are subject to a single combined limit, and may not exceed 64,010,648 shares, equalling CHF 640,106.48. However, the authority to issue shares from authorised and conditional share capital under exclusion of the subscription and advance subscription rights respectively is limited to a single combined maximum of 22,754,174 shares, equalling CHF 227,541.74.

The authorised share capital can be used for various purposes. This provides 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 2022 (also as of 31 December 2021).

Treasury shares

The Company purchases its own shares on the market to settle its obligations under the Group’s equity-settled share-based payment plans and arrangements (see note 31). The Company held 23,295 shares for this purpose as of 31 December 2022 (2,430 shares as of 31 December 2021), representing an amount of €1.3 million (€0.1 million as of 31 December 2021) and including foreign currency translation impacts. All treasury shares are carried at acquisition cost.

In the year ended 31 December 2022, the Company transferred 728,261 treasury shares (representing €15.1 million) to participants in the Group’s equity-settled share-based payment plans and arrangements.

Dividends

For the year ended 31 December 2022, the Board of Directors will propose to the Annual General Meeting to be held on 20 April 2023 a dividend payment of CHF 0.47 per share, totalling CHF 179.7 million (which, as per the exchange rate as of 31 December 2022, would equal €182.5 million). The dividend payment to be proposed is not recognised as a liability.

A dividend of CHF 0.45 per share, totalling CHF 151.9 million (€147.9 million), was paid to shareholders from the capital contribution reserve (additional paid-in capital) in April 2022. The dividend payment was not recognised as a liability as of 31 December 2021.

A dividend of CHF 0.42 per share, totalling CHF 141.8 million (€128.1 million), was paid to shareholders from the capital contribution reserve (additional paid-in capital) in April 2021.