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 3,822,708.72 as of 31 December 2022.
It currently consists of 382,270,872 fully paid-up registered shares with a nominal value of CHF 0.01 per share.
2.2 Authorised and conditional share capital
The Company has authorised share capital of CHF 565,062.61 and conditional share capital of CHF 640,106.48, each as of 31 December 2022.
The Board of Directors is authorised to increase the share capital at any time until 21 April 2023 by a maximum of CHF 565,062.61 through the issue of up to 56,506,261 shares of CHF 0.01 nominal value each.
The conditional share capital of CHF 640,106.48 (ie. 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 authorised and conditional share capital are subject to a single combined limit, ie. the total number of new shares that may be issued from the authorised 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 (ie. CHF 640,106.48). 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 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 22,754,174 shares (equalling CHF 227,541.74).
Reference is made to the Articles of Association for the precise wording of provisions relating to authorised 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
During 2022, the Company increased its share capital in the course of two capital increases by a total of CHF 447,500.00, from CHF 3,375,208.72 to CHF 3,822,708.72, through the issuance of 44,750,000 fully paid-up registered shares with a nominal value of CHF 0.01 per share from its authorised share capital.
On 18 May 2022, the Company increased its share capital by CHF 110,000.00, from CHF 3,375,208.72 to CHF 3,485,208.72, through the issuance of 11,000,000 fully paid-up registered shares with a nominal value of CHF 0.01 per share from its authorised share capital. The net proceeds from the capital increase were used to partially finance the acquisition of Pactiv Evergreen Inc.’s Asia Pacific Fresh operations, which consisted of the three target companies Evergreen Packaging Korea Limited, Seoul, Evergreen Packaging (Shanghai) Co. Ltd, Shanghai, and Evergreen Packaging (Taiwan) Co. Ltd, Taiwan.
On 23 May 2022, the Company increased its share capital by CHF 337,500.00, from CHF 3,485,208.72 to CHF 3,822,708.72, through the issuance of 33,750,000 fully paid-up registered shares with a nominal value of CHF 0.01 per share from its authorised share capital. The newly issued shares had been fully allocated to Clean Holding B.V. as part of the consideration for the acquisition of Scholle IPN.
In 2021, the Company increased its share capital by CHF 174,676.32, from CHF 3,200,532.40 to CHF 3,375,208.72, through the issuance of 17,467,632 fully paid-up registered shares with a nominal value of CHF 0.01 per share from its authorised share capital. The newly issued shares had been fully allocated to Al Obeikan Group for Investment Company CJS as part of the purchase price for the remaining shares of its joint venture companies in Saudi Arabia (Al Obeikan SIG Combibloc Company Ltd., Riyadh) and in the UAE (SIG Combibloc 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 with each other in all respects, 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 subscription and advance subscription rights.
The Company issues its shares as uncertificated securities (Wertrechte), within the meaning of art. 973c para. 1 of the Swiss Code of Obligations (“CO”), and in accordance with art. 973c para. 2 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.
2.5 Dividend-right certificates (Genusscheine)
The Company has not issued any profit-sharing certificates (Genussscheine).
2.6 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 a shareholder with voting rights, provided they expressly declare that they have acquired the shares in their own name and for their own account.
Any person who does not expressly state in their application to the Company that the relevant shares were acquired for their 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 they are 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 subscription, advance 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 two-thirds of the represented share votes and an absolute majority of the par value of represented shares.
2.7 Convertible bonds and warrants/options
As of 31 December 2022, the Company has no outstanding bonds or debt instruments convertible into, or option rights in, the Company’s securities.
As of 31 December 2022, a total of 871,407 performance share units (“PSUs”) and restricted share units (“RSUs”) awards were outstanding. Each awarded PSU and RSU represents the contingent right to receive one SIG share subject to fulfilment of pre-defined vesting conditions. The Group expects to settle its obligation under these plans and arrangements by using own shares (treasury shares) or, alternatively, by using shares issued from conditional share capital. If the PSUs and RSUs were fully vested and exclusively shares from conditional share capital were used, this would increase the existing share capital by approximately 0.002%. Please refer to the Compensation Report for further information pertaining to any PSUs and RSUs awarded as an element of executive compensation.
Furthermore, in 2020 the Group introduced an equity investment plan (“EIP”) for a wider group of management in leadership positions, other key employees and talents 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 of such participant for 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) or, alternatively, by using shares issued from conditional share capital. If the options were fully vested and exclusively shares from conditional share capital were used, this would increase the existing share capital by approximately 0.001%. Please refer to note 31 of the consolidated financial statements for the year ended 31 December 2022 for additional information about the EIP options.
1 For a comprehensive description of the limitations to transferability and nominee registration, refer to art. 7 of the Articles of Association.