Capital Structure
Share capital
On December 31, 2008, the share capital of Rieter Holding Ltd. totaled 21 415 280 CHF. This is divided into 4 283 056 fully paid registered shares with a par value of 5.00 CHF each. The shares are listed on the Swiss Exchange (SIX), securities code 367144; ISIN CH0003671440; Investdata RIEN.
Rieter’s market capitalization on December 31,2008, was 650.9 million CHF. Each share entitles the holder to one vote at general meetings of shareholders.
Rieter has neither participation certificates nor dividend-right certificates in issue.
Contingent and authorized share capital
The share capital of Rieter Holding Ltd. can be increased by up to 1 981 560 CHF by the issue of 396 312 registered shares with a par value of 5.00 CHF each, to be fully paid by the exercise of warrants or conversion rights granted in connection with bonds issued by the company or one of its subsidiaries, or warrants allotted to shareholders. Shareholders’ pre-emptive subscription rights are precluded. Holders of warrants or conversion rights are entitled to acquire the new registered shares. The Board of Directors is authorized to revoke shareholders’ pre-emptive subscription rights when issuing convertible bonds or bonds with warrants if the bonds in question are issued to finance the acquisition of companies, parts of companies or equity interests in companies. If pre-emptive subscription rights are revoked, the bonds must be issued atterms and conditions customary on the market in respect of structure, maturity and amount, including the non-dilution of equity. The exercise period of warrants must not exceed five years, that of conversion rights ten years from the date of issue of the relevant bonds. Rieter Holding Ltd. had no authorized capital on December 31, 2008.
Changes in share capital
The Annual General Meeting held on May 8, 2008, adopted a resolution to reduce the share capital by 839 000 CHF to 21 415 280 CHF through the cancellation of 167 800 registered shares. These shares had been acquired in the context of the share buyback program approved by the Board of Directors on September 7, 2007.
Refer to page 91 in the annual report for further information on the capital structure.
Restrictions on share transfers and nominee registrations
Those persons who are entered in the shareholders’ register are recognized as voting shareholders. Rieter shares can be bought and sold without any restrictions. In terms of § 4 of the articles of association, entry in the register of shareholders can be denied in the absence of an explicit declaration that the shares are held in the applicant’s own name and for the applicant’s own account. There are no other registration restrictions.
Shares held in a fiduciary capacity are not entered in the shareholders’ register. As an exception to this rule, Anglo-Saxon nominee companies are entered in the register if the company in question has concluded a nominee agreement with Rieter. The nominee company exercises voting rights at the Annual General Meeting of shareholders. At Rieter’s request, the nominee is obliged to disclose the name of the person on whose behalf it holds shares.
Convertible bonds and options
Rieter Holding Ltd. has no convertible bonds or shareholders’ options outstanding. For details of the option plan for the Board of Directors and the Group Executive Committee, please refer to note 29 (page 70 in the annual report 2008) in the notes to the consolidated financial statements.
Corporate Governance Report 2008 (English/PDF/540 KB)