2 Capital structure

Capital structure of Tecan Group Ltd. as at December 31

 

2011

2012

2013

Number of shares

11,444,576

11,444,576

11,444,576

Nominal value per share (CHF)

0.10

0.10

0.10

Share capital (CHF)

1,144,458

1,144,458

1,144,458

Legal reserves (CHF)

64,380,165

45,362,184

22,997,864

Net retained earnings (CHF)

110,373,186

126,680,030

152,122,081

    

Shareholders’ equity (CHF)

175,897,809

173,186,922

176,264,403

    

Repayment of capital contribution reserves

   

Number of issued shares on repayment date

10,771,157

10,825,923

10,991,802

Reduction in capital contribution reserves (CHF)

10,771,157

13,532,404

10,991,802

    

Conditional share capital

   

Reserved for employee participation plans

   

Number of shares

858,636

858,636

858,636

CHF

85,864

85,864

85,864

Reserved for future business development

   

Number of shares

1,800,000

1,800,000

1,800,000

CHF

180,000

180,000

180,000

    

Authorized share capital

   

Expiring on April 21, 2014

   

Number of shares

2,400,000

2,200,000

2,200,000

CHF

240,000

220,000

220,000

As at December 31, 2013, the Company’s share capital was CHF 1,144,458 and was divided into 11,444,576 registered shares with a nominal value of CHF 0.10 each. Each share is entitled to dividend payments whenever the shareholders approve a profit distribution. The Company does not have any bearer shares, participation certificates or bonus certificates outstanding.

Conditional share capital – changes in capital

In 1997, the Company’s shareholders approved the creation of conditional share capital of CHF 1,300,000 (consisting of 1,300,000 registered shares with a nominal value of CHF 1.00 each) for the purpose of employee stock options. Several employee stock option plans were adopted based on this conditional share capital. Details of these plans are given in the consolidated financial statements under Note 10 “Employee benefits.” Options exercised in fiscal year 2013 increased the Company’s share capital by CHF 0 (2012: CHF 0; 2011: CHF 784) and decreasing the Company’s conditional capital by 0 shares (2012: 0 shares; 2011: 7,841 shares). Since 2011, the Company services the options exercised from its own shares. As of December 31, 2013, 148,704 shares of the conditional share capital were reserved for outstanding employee stock options and 168,784 for outstanding employee shares in connection with the Performance Share Matching Plan (PSMP). These shares correspond to a share capital of CHF 31,749. On April 26, 2006, the shareholders approved the creation of additional conditional share capital. The Company’s share capital may be increased by a maximum of CHF 180,000 through the issue of a maximum of 1,800,000 registered shares to be paid in full with a nominal value of CHF 0.10 each. This increase shall be achieved through the exercise of conversion or option rights granted in connection with bonds or similar instruments issued by the Company or Group companies or through the exercise of option rights granted to shareholders. Shareholders’ pre-emptive rights are excluded. The acquisition of registered shares through the exercise of conversion or option rights and any further transfer of registered shares is subject to the restrictions specified in Article 5 of the Articles of Incorporation. In the case of convertible bonds or warrant-linked bonds, the preferred subscription rights of the shareholders may be restricted or excluded by resolution of the Board of Directors 1) in order to finance or refinance the acquisition of companies, parts of companies or equity investments, or 2) to issue warrant-linked or convertible bonds on international capital markets. If preferred subscription rights are excluded, then 1) the bonds must be placed at market conditions; 2) the exercise period for warrants must be limited to five years and the exercise period for conversion rights must be limited to ten years from the date the bond was issued; and 3) the conversion or exercise price for the new shares must be set at least in line with the market conditions prevailing on the bond issue date.

Authorized share capital

On April 26, 2006 (for the first time), and on April 21, 2012, the shareholders approved the creation of authorized share capital, which authorizes the Board of Directors to increase the share capital at any time up to April 21, 2014, by a maximum of CHF 220,000 through the issue of not more than 2,200,000 registered shares to be paid in full with a nominal value of CHF 0.10. Increases by way of firm commitment underwriting as well as partial increases are permitted. The respective issue amount, the dividend entitlement date, the type of contributions and potential acquisitions of tangible assets will be determined by the Board of Directors. Following acquisition, the new registered shares are subject to the restrictions specified in Article 5 of the Company’s Articles of Incorporation. The pre-emption rights of the shareholders may be restricted, excluded and allocated to third parties by resolution of the Board of Directors if the new shares are intended to be used 1) to pay for the acquisition of companies, parts of companies or equity investments; 2) to finance or re-finance the acquisition of companies, parts of companies or equity investments; or 3) for an international placement of shares. Shares for which subscription rights were granted but not exercised must be used by the Board of Directors in the interest of the Company. The Company does not have convertible bonds or any options outstanding other than the aforementioned employee stock options.

Additional requirements to increase the share capital under the authorized and conditional share capital

In order to improve corporate governance, some of the provisions in the Articles of Incorporation were amended in 2012. The new provisions require that the conditional capital for convertible bonds, warrant-linked bonds, similar securities or other financial market instruments shall be reduced if and to the extent authorized capital is used, and that the authorized capital shall be reduced if and to the extent new shares are created under the respective conditional capital. As a result of these two provisions, the total authorization will be reduced to approximately 20 % of the share capital. Due to the existing employee option and share programs, the possibility of creating employee shares and stock options is not affected by this change.

Entry in the share register and nominee regulations

Registration of voting rights in the Company’s share register is conditional on shareholders declaring that they have acquired the shares in their own name and for their own account. The Company’s Board of Directors may register nominees for not more than 2 % of the share capital as shareholders with voting rights in the share register. Nominees are shareholders who do not explicitly declare in the registration application that they hold the shares for their own account and with whom the Company has entered into a corresponding agreement. In addition, for shares in excess of 2 % of the share capital, the Board of Directors may register nominees with voting rights in the share register if such nominees disclose the names, addresses, nationalities and shareholdings of those persons for whose account they hold 2 % or more of the share capital. Legal entities and companies that are linked to one another in terms of capital and voting power through uniform management or otherwise, as well as individuals, legal entities or companies coordinating their actions to circumvent the registration limitations, are considered to be one person. The Board of Directors is entitled to grant exceptions to the registration limitations in special cases. No such exceptions were granted in the year under review. The procedures and conditions for canceling these limitations on transferability are described in section 6.