2 Capital structure
2.1 Capital
As at 31 December, Allreal Holding AG had the following capital structure:
CHF million | 2016 | 2015 | ||
Share capital issued | 797.1 | 797.1 | ||
Authorised capital | 50.0 | 100.0 | ||
Conditional capital | 134.8 | 134.8 |
2.2 Authorised and conditional capital in particular
Authorised capital
The Board of Directors is authorised by the annual general meeting of 15 April 2016 to increase the share capital – excluding the subscription rights of shareholders as applicable – until 15 April 2018 to acquire businesses, business units, participating interests or real estate through an exchange of shares, for financing or refinancing the acquisition of businesses, business units, participating interests or investment projects, or for the purpose of an international placement of shares worth up to CHF 50.0 million by issuing up to 1 000 000 registered shares each with a par value of CHF 50 (authorised capital).
Conditional capital
For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, the annual general meeting of 31 March 2006 created – excluding the subscription rights of shareholders – conditional capital of up to CHF 125.0 million through the issue of up to 2 500 000 registered shares with a par value of CHF 50 each. Bearers of the convertible and/or warrant bonds are entitled to subscribe to the new shares. This conditional capital decreased by CHF 0.2 million to CHF 124.8 million (as at 31 December 2016) following the conversion of convertible bonds into shares in previous years.
Further, Allreal Holding AG has conditional capital of CHF 10.0 million (200 000 registered shares at a par value of CHF 50 each) at its disposal for the purposes of issuing options to the members of the Board of Directors and management. This conditional capital had not been drawn on as at the balance sheet date.
2.3 Changes in capital
Ordinary and authorised share capital as at 31 December has remained unchanged over the past three years. The annual general meeting of 15 April 2016 set a new maximum amount of CHF 50.0 million for authorised capital.
CHF | 31.12.2016 | 31.12.2015 | 31.12.2014 | |||
Ordinary share capital | 797 141 050 | 797 141 050 | 797 141 050 | |||
Authorised share capital | 50 000 000 | 100 000 000 | 100 000 000 | |||
Conditional share capital | 134 788 150 | 134 788 150 | 134 788 150 |
2.4 Shares and participation certificates
The share capital is divided into 15 942 821 fully paid-in registered shares with a par value of CHF 50 each. All outstanding shares are unitary shares; there are no preferred or voting right shares.
The registered shares are issued in the form of book-entry securities.
All shares are dividend-bearing. Exercise of the membership rights accorded to the shareholder is conditional on an entry in the share register. Each registered share carries one vote at the general meeting.
The voting rights attaching to treasury shares held by the company are suspended, and no dividends are paid on these shares.
The company has no participation certificate capital.
2.5 Dividend-right certificates
Allreal has not issued any dividend-right certificates.
2.6 Limitations on transferability and nominee registrations
Every shareholder is entitled to be entered in the share register. The Board of Directors may refuse entry in the share register if the number of registered shares held by the buyer, or by a group of shareholders acting jointly, directly or indirectly exceeds 5% of the share capital.
Subject to the 5% clause referred to above, nominee registrations are admissible without any limitations on voting rights.
2.7 Convertible bonds and options
The company had issued neither convertible bonds or warrant bonds nor option plans on Allreal registered shares as at the balance sheet date.