12  Share capital

On 20 April 2018, the annual general meeting of Allreal Holding AG voted in favour of lowering the share capital by reducing the nominal value of each registered share from CHF 50.00 to CHF 1.00 and using the amount of the reduction to repay CHF 6.25 per registered share to shareholders and to allocate CHF 42.75 per registered share to the reserves from contribution of capital. Accordingly, as at the balance sheet cut-off date, the share capital of Allreal Holding AG comprised 15,942,821 registered shares with a nominal value of CHF 1.00 each. Each share carries one vote and confers entitlement to attend the general meeting if entered in the share register.

Shareholdings developed as follows:

On 30 June 2018, Allreal held 55,637 treasury shares (31.12.2017: 29,528 shares). The average purchase price per share stands at CHF 159.45 (31.12.2017: CHF 165.25). The total purchase price is deducted from consolidated equity.

The Board of Directors is authorised by the annual general meeting to increase the share capital – excluding the subscription rights of shareholders as applicable – until 20 April 2020 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 1,000,000 by issuing up to 1,000,000 registered shares each with a par value of CHF 1.00 (authorised capital).

For the purpose of issuing convertible bonds, warrant bonds or other financial instruments, the annual general meeting of 31 March 2006 created conditional capital of up to CHF 125 million through the issue of up to 2,495,763 registered shares with a par value of CHF 50 each and with the exclusion of shareholders’ subscription rights. 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 30 June 2018) following the conversion of convertible bonds into shares in previous years. The par value reduction to CHF 1.00 per share is also applicable to conditional capital, resulting in the latter amounting to CHF 2.5 million as at 30 June 2018.

Further, Allreal Holding AG has conditional capital of CHF 200 million (200,000 registered shares at a nominal value of CHF 1.00 each) at its disposal for the purpose of issuing options to the members of the Board of Directors and management. This conditional capital has not been drawn on.

The annual general meeting of Allreal Holding AG of 20 April 2018 voted in favour of making a distribution of CHF 6.25 per share, corresponding to a total amount of CHF 99.6 million, in the form of a nominal value reduction. The treasury shares of the company do not rank for distributions. Consequently, a distribution of CHF 99.3 million was made on 5 July 2018, which is reported in other liabilities as at 30 June 2018.