As of 31 December 2024, the Company’s ordinary share capital amounted to CHF 45 649 460 and was divided into 4 564 946 registered shares with a par value of CHF 10.00 each.
At the Annual General Meeting of Shareholders on 18 April 2023, the Shareholders decided to create a capital band with right to exclude pre-emptive rights according to Art. 5 quater of the Company’s Articles of Association according to the following: the lower limit of the capital band is CHF 45 649 460 and the upper limit is CHF 52 468 540. The Board of Directors is authorized until 12 April 2026 to increase the share capital in one or more steps by a maximum of CHF 6 819 080 by issuing a maximum of 681 908 registered shares with a par value of CHF 10.00 each, but not authorized to reduce the share capital. In the event of an increase of the share capital, the new shares must be fully paid up. The Board of directors shall determine the time of issue of new shares, the issue price, the method of payment, the conditions for the exercise of preferential subscriptions rights and the commencement of the dividend entitlement. The Board of Directors may exclude the shareholders preferential subscription rights in whole or in part if certain conditions are met.
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 according to the following: 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.
The share capital was increased in the amount of CHF 16 270 with the issuance of 1 627 shares out of conditional capital according to Art. 5 bis until 31 December 2024. The remaining conditional capital according to Art. 5 bis as per 31 December 2024 amounts to CHF 1 183 730 divided into 118 373 shares.
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 according to the following: 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.
The share capital was increased in the amount of CHF 11 537 770 with the issuance of 1 153 777 shares out of conditional capital according to Art. 5 ter until 31 December 2024. The remaining conditional capital according to Art. 5 ter as per 31 December 2024 amounts to CHF 1 765 980 divided into 176 598 shares.
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.
Effective as of 20 April 2023, 1 627 new registered shares with a par value of CHF 10.00 each were created from the conditional capital according to Art. 5 bis of the Company’s Articles of Association for the remuneration of the Cicor Board of Directors.
1 153 777 new registered shares with a par value of CHF 10.00 each were created from the conditional capital according to Art. 5 ter of the Company’s Articles of Association in 2024 for the conversion of mandatory convertible notes into shares of the Company.
Cicor Technologies Ltd has issued 4 564 946 registered shares with a par value of CHF 10.00 each as of 31 December 2024. The share capital is fully paid in.
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 his investment, the shares of the Company are held in collective deposit at Computershare Schweiz AG and are not issued as physical certificates. At the request of some shareholders, the Company has issued a number of physical certificates.
As of 31 December 2024, the Company has not issued any participation certificates.
As of 31 December 2024, the Company has not issued any dividend-right 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 20.0 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 according to Art. 5 ter of the Company’s Articles of Association. 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 up to ten 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.
As of 31 December 2024, MCNs with a nominal value of CHF 54.8 million were converted into 1 153 777 new ordinary shares with a par value of CHF 10.00 that were created from the conditional capital according to Art. 5 ter of the Company’s Articles of Association.