Ten-for-one stock split
In order to increase the liquidity and marketability of the shares, the Annual Shareholder Meeting on April 20, 2017 approved the Board's proposal for a stock split.
The 774,543 registered shares existing before the capital increase from authorized capital designated for equity-based compensation, with a par value of CHF 10.00 per share, were split on a ten-for-one basis, resulting in a new total of 7,745,430 registered shares with a par value of CHF 1.00 per share.
The capital stock at January 1, 2017 (after accounting for the stock split) was CHF 7,745,430, divided into 7,745,430 registered shares with a par value of CHF 1.00 per share.
In fiscal year 2017 the capital stock was increased by 8,228 shares from the portion of authorized capital designated for equity-based compensation. Including the increase of 8,228 shares from this portion of authorized capital, Comet Holding AG at December 31, 2017 thus had a new total of CHF 7,753,658 of capital stock, divided into 7,753,658 registered shares with a par value of CHF 1.00 per share. The capital stock is fully paid in.
At its meeting on August 10, 2017 the Board of Directors established that the capital increase from authorized capital for equity compensation was properly performed. The information in the commercial register, and the Bylaws of Comet Holding AG, were updated to reflect the change in capital stock.
* Number of shares restated to reflect the ten-for-one stock split of April 28, 2017.
At the balance sheet date, Comet Holding AG held no treasury stock (prior year: none).
Authorized capital for equity compensation
Under section 3b of its Bylaws, a portion of the Company’s unissued authorized capital is designated for use only as equity-based compensation (in German this portion is known as “bedingtes Aktienkapital”). In such an increase, stock is issued to Executive Committee members and / or Board members of Comet Holding AG. With respect to this portion of authorized capital, the other shareholders’ pre-emptive rights are excluded. The issuance of stock or stock subscription rights is based on a compensation plan (in the form of a written regulation) adopted by the Board of Directors. In May 2017, in accordance with the compensation plan, the members of the Board of Directors were granted a total of 1,267 shares of stock in payment of CHF 100,303 of fixed retainers due for fiscal year 2016. In addition, as part of their compensation for 2017, the members of the Board of Directors were granted a total of 631 shares in payment of CHF 49,953 of fixed retainers due for the period from January 1, 2017 to the 2017 Annual Shareholder Meeting. The fully paid shares were applied to the retainers due at a price of CHF 79.17 per share. Members of the Executive Committee were granted a total of 6,330 shares in payment of CHF 782,996 of profit-sharing compensation due for fiscal year 2017. The fully paid shares were applied to the compensation due at a price of CHF 123.70 per share.
As a result of these grants of a total of 8,228 shares made in 2017, the Company’s unissued authorized capital for equity compensation showed the following movement (after the stock split):
* Number of shares restated to reflect the ten-for-one stock split of April 28, 2017.
At the end of the year, the remaining unissued authorized capital for equity-based compensation was CHF 209,462, or 2.7% of the existing capital stock.
Authorized capital for other capital increases
At December 31, 2017, in addition to shares outstanding and unissued authorized capital for equity compensation, the Company had unissued authorized capital for purposes set out in section 3a of the Bylaws (in German: “genehmigtes Aktienkapital”). The Board of Directors is authorized, at any time until April 21, 2018, to increase the capital stock by a maximum of CHF 1.4 million by issuing up to 1,400,000 fully payable registered shares with a par value of CHF 1.00 per share, which represents 18% of the existing capital stock. Increases by firm commitment underwriting and increases by part of the total authorized amount are permitted. The amount of the respective issue, the date when entitlement to dividend commences, the terms of any exercise of pre-emptive rights and the nature of the contributions are determined by the Board of Directors.
The Board of Directors is authorized to exclude shareholders’ subscription rights and assign these rights to third parties if the shares in question are to be used for the acquisition of companies via equity swaps or to finance the cash purchase of companies or parts of companies, or to finance new investment projects of Comet Holding AG, or for providing an ownership interest to an industrial partner (either in order to cement a strategic alliance or in the event of a takeover offer for the Company). Stock for which pre-emptive rights are granted but not exercised must be sold by the Company at market prices.
Changes in shareholders’ equity
Over the last three years the shareholders’ equity of Comet Holding AG showed the following movements:
The corresponding information for the prior two fiscal years is found on page 108 of the annual report 2015 and page 126 of the annual report 2016. Further information on movements in equity is presented in the consolidated statement of changes in equity.
The Company’s capital stock at December 31, 2017 consisted of 7,753,658 registered shares with a par value of CHF 1.00 per share. The capital stock is fully paid in. With the exception of any treasury stock held by the Company, every share carries dividend rights. Each share represents one vote at the Shareholder Meeting, provided that the shareholder is recorded in the share register.
The Company has not issued any participation certificates.
Dividend right certificates
The Company has not issued any dividend right certificates.
Convertible bonds and options
The Company has not issued any conversion rights or stock options.
On April 20, 2016, Comet Holding AG issued a bond in the amount of CHF 60 million (denomination of CHF 5,000). The term is five years and the bond matures on April 20, 2021. The fixed coupon over the term of the bond is 1.875%, payable annually on April 20. Listing: SIX Swiss Exchange (security number 32 061 943, ISIN number CH0320619437, ticker symbol COT16).
Restrictions on transferability and nominee registration
The Company keeps a share register in which the shares’ owners and beneficial owners and the number of their shares are recorded. The share register is operated on behalf of the Comet Group by Devigus Engineering AG. For the purposes of the legal relationship with the Company, shareholders or beneficial owners of shares are recognized as such only if they are registered in the share register. Purchasers of registered stock or of beneficial rights with respect to registered stock are upon their request recorded as voting shareholders in the share register by the Board of Directors if the purchasers state explicitly that they have acquired, and will hold, the stock or beneficial interest for their own account. Registration in the share register requires evidence of the acquisition of full legal title to the shares or evidence of the establishment of beneficial ownership. For the purpose of this condition, nominee shareholders (nominees) are deemed to be those persons who do not explicitly state in their registration application that they hold the shares for their own account. The Board of Directors registers nominees as holding voting shares only up to a maximum of 5% of the capital stock recorded in the Swiss commercial register of companies. Where legal entities or groups with joint legal status are connected by capital, voting rights, management or in some other manner, they are deemed to constitute a single nominee, as are all natural persons, legal entities or groups with joint legal status that by agreement, as a syndicate or in any other way act in a coordinated manner in circumventing the nominee rules. The Company may, after hearing the affected party, void registrations in the share register with retroactive effect from the date of registration if they were based on false information given by the purchaser. The purchaser must be informed of the deletion immediately. The Board of Directors determines the details of the application of these provisions and makes the arrangements necessary to ensure compliance with them. In special cases, the Board may approve exceptions to the nominee rules. In the year under review, no applications for such special treatment were received.
The Listing Rules of the SIX Swiss Exchange require the disclosure of management transactions in stock of the company and related financial instruments. The Board of Directors has issued a corresponding regulation in order to comply with these requirements. The parties whose transactions of this nature are reportable to the Company are the members of the Board of Directors and of the Executive Committee (the Executive Committee is the most senior level of operational management). In the fiscal year, 20 disclosures were filed. Published disclosures can be found on the website of the SIX Swiss Exchange.