Effective as of 14 April 2022, 340 000 new registered shares with a par value of CHF 10.00 each were created from the authorized capital according to Art. 5 sexies of the Company’s Articles of Association. The subscription rights of the 340 000 newly created true reserve shares have been withdrawn in view of potential acquisitions. The Cicor Group thus secures the flexibility to use the newly created shares at any time and at short notice to partially finance future acquisitions. The ordinary share capital as of 31 December 2022 consisted of 3 409 542 registered shares with a par value of CHF 10.00 each.
As of 31 December 2022, the Company held 241 916 (previous year: 116) of its own shares as treasury shares. For a detailed overview, please refer to note 18 of the consolidated financial statements.
At the Annual General Meeting of Shareholders on 16 April 2020, the Shareholders decided to renew the authorization of the Board of Directors to increase the share capital by a maximum of 600 000 fully paid-in shares at a nominal value of CHF 10 until 16 April 2022. 167 450 of those shares were used for the capital increase as of 30 November 2021 in connection with the purchase of Axis EMS Heights Ltd. and its subsidiaries. Effective as of 14 April 2022, 340 000 new registered shares with a par value of CHF 10.00 each were created from the authorized capital according to Art. 5 sexies of the company’s Articles of Association. The authorized capital ceased to exist on 15 April 2022 and consequently, the Company has no authorized capital as of 31 December 2022.
At the Annual General Meeting of Shareholders on 12 April 2022, the Shareholders decided to extend the conditional capital according to Art. 5 bis of the Company’s Articles of Association as follows: the share capital may be conditionally increased by a maximum of CHF 1 200 000 by issuing up to 120 000 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise of option rights granted to directors, officers, senior executives and employees of the company or its subsidiaries, according to plans established by the Board of Directors.
At the Extraordinary General Meeting of Shareholders on 16 December 2021, the Shareholders decided to create conditional capital according to Art. 5 ter of the Company’s Articles of Association as follows: the share capital of the Company may be increased by an additional maximum amount of CHF 13 303 750 by issuing up to 1 330 375 fully paid-in registered shares with a nominal value of CHF 10.00 each through the exercise or compulsory exercise of conversion, exchange, option or similar subscription rights granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations, subscription or similar share subscription rights, granted to shareholders or third parties, alone or in connection with bonds, loans, options, warrants or other financial market instruments or contractual obligations of the Company or one of its subsidiaries.
In 2021, the Company increased its ordinary share capital by 167 450 registered shares at CHF 10.00 each out of authorized capital.
In 2022, the Company increased its ordinary share capital by 340 000 registered shares at CHF 10.00 each out of authorized capital.
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31.12.2022 |
31.12.2021 |
31.12.2020 |
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Ordinary Capital |
|
|
|
|
Registered ordinary shares |
3 409 542 |
3 069 542 |
2 902 092 |
|
Ordinary share capital (in CHF) |
34 095 420 |
30 695 420 |
29 020 920 |
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Authorized share capital |
|
|
|
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Authorized shares |
- |
432 550 |
600 000 |
|
Authorized share capital (in CHF) |
- |
4 325 500 |
6 000 000 |
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Conditional share capital |
|
|
|
|
Conditional shares |
1 450 375 |
1 451 045 |
620 670 |
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Conditional share capital (in CHF) |
14 503 750 |
14 510 450 |
6 206 700 |
With the exception of the shares held by the Company itself, each ordinary share is entitled to the same share in the Company’s assets and profits and bears one voting right at the Annual General Meeting of Shareholders, provided the shareholder is registered with voting rights in the Company’s share register.
Provided that a shareholder does not request the printing and delivery of share certificates for their investment, the shares of the Company are held in collective deposit at Computershare Schweiz AG rather than being issued as physical certificates. At the request of some shareholders, the Company has issued a number of physical certificates.
As of 31 December 2022, the Company has not issued any participation certificates.
As of 31 December 2022, the Company has not issued any profit-sharing certificates.
All shares of Cicor Technologies Ltd. are registered shares and freely transferable without any limitation. Entry in the Company’s share register with voting rights requires evidence that the shares have been transferred for ownership or beneficial interest. There are no registration provisions for nominees. The share register is kept by Computershare Schweiz AG.
On 20 January 2022, Cicor issued a five-year, interest-free mandatory convertible note (MCN) with a principal amount of CHF 20 million. The MCN was subject to a reopening clause allowing Cicor to increase the principal amount of the MCN up to a maximum principal amount of CHF 60.2 million within the twelve-months reopening period without prior consent or permission of the holders through the issue of further fungible MCNs fully allocated to its main shareholder OEP, under its agreement to provide Cicor a fully underwritten standby equity facility. On 27 September 2022 Cicor exercised its option to reopen the issuance of the mandatory convertible note in the amount of CHF 40.2 million and to sell these additional notes to OEP.
The conversion price is fixed at CHF 47.50 per share, subject to subsequent adjustments for anti-dilution events. Shares to be delivered upon conversion of a MCN will be new shares to be issued from the conditional capital of the issuer with the same entitlements as the other outstanding shares. No fractions will be delivered to, and no cash payments will be made to the holders. The MCN contains the following early conversion option for holders: each holder may elect to early convert MCNs during the optional conversion period starting 730 days after issuance and up to 10 days prior to maturity or following the formal announcement of a take-over bid to Cicor’s shareholders during the additional offer period unless certain thresholds have not been met after the first offer period
Upon occurrence of certain predefined events, the MCNs will be subject to an accelerated conversion and will be mandatorily converted on the maturity date, unless previously converted under the early conversion options or following an accelerated conversion. In accordance with Cicor’s accounting policy for interest-free mandatorily convertible notes the MCN is classified as an equity instrument in its entirety as it does not contain any obligations to deliver cash and does not require settlement in a variable number of the Group’s equity instruments.
As of 31 December 2022 MCNs in the total amount of CHF 60.2 million are outstanding, which will be converted in 1 267 116 ordinary shares with a par value of CHF 10.00 each.