Capital Structure
As at September 30, 2009, the share capital of the Company registered in the Commercial Register is CHF
1 483 771.50 divided into 29 675 430 fully paid registered shares with a nominal value of CHF 0.05 each. |
Authorized capitalThe Company has no authorized capital. Conditional capitalAccording to its Articles of Incorporation, the Company has a conditional capital of a maximum of CHF 39 233.50. The share capital of the Company will be increased through the issuance of a maximum of 784 670 fully paid registered shares with a nominal value of CHF 0.05 each by the exercise of option rights which are granted to the employees and members of the Board of Directors of the Company or Group companies according to a stock option plan to be prepared by the Board of Directors. Preemptive rights of shareholders are suspended. |
The following table summarizes the development of the share capital registered in the Commercial Register since January 1, 2006:
 |
Date |
Share capital in CHF |
Number of shares |
Nominal value in CHF |
|
|
January 27, 2006 |
32 635 730.00 |
32 635 730 |
1.00 |
|
|
May 15, 2006 |
1 631 786.50 |
32 635 730 |
0.05 |
|
|
February 19, 2007 |
1 632 446.50 |
32 648 930 |
0.05 |
|
|
May 14, 2007 |
1 483 771.50 |
29 675 430 |
0.05 |
|
|
|
For information regarding changes in equity since December 31, 2005, please refer to page 7
of the Financial Report 2008. |
There are no participation or bonus certificates. |
The registered shares of the Company may be transferred without restrictions. Nominee entries are permitted. |
There are no convertible bonds outstanding.
According to the stock option plan of the Company, the Board of Directors may grant options to employees and members of the Board of Directors of the Company or Group companies to acquire registered shares in the Company. One registered share may be acquired for each option. Registered shares to be delivered based on options granted after January 1, 2006, will be purchased by the Company on the SIX Swiss Exchange or made available from the conditional capital.
The exercise price of the options corresponds to the closing price of the registered shares on the SIX Swiss Exchange on the day of the grant of the options, which is usually a day in January determined by the Board of Directors during the preceding month of December. The options granted as at December 31, 2008, are subject to lock-up periods of up to two years. It is a condition precedent for the exercise of the options (1) that the beneficiary of the options is employed by the Company or a Group company or is a member of the Board of Directors of the Company on the first day of the respective exercise period and (2) that no bankruptcy or attachment proceedings regarding the private assets of the beneficiary and no insolvency proceedings have been initiated or completed.
Without the prior consent of the Board of Directors of the Company, beneficiaries are not allowed to buy and sell registered shares of the Company received upon the exercise of options, other registered shares of the Company and derivatives relating to the Company’s registered shares during a period of 30 calendar days before the date of publication of the annual, semi-annual and quarterly financial statements. Furthermore, the Board of Directors may decide to prohibit the trading in securities of the Company within the trading windows for important reasons. |
|
|
|
