2. Capital Structure

2.1 Capital 

As at 31 December 2017, Implenia Ltd.’s share capital amounts to CHF 18,841,440, divided into 18,472,000 registered shares with a par value of CHF 1.02 each. The share capital is fully paid up. As at the balance sheet date, Implenia Ltd. also has conditional capital of CHF 3,768,288. Based on this conditional capital, share capital can be increased in line with the criteria set out in Art. 3b of the Articles of Association by a total of CHF 3,768,288.

2.2 Conditional and authorised capital in particular 

2.2.1 Conditional capital (Art. 3b of the Articles of Association)

Conditional capital amounts to a maximum of CHF 3,768,288, or 20 percent of existing share capital. An increase from conditional capital would be effected by issuing a maximum of 3,694,400 fully paid-up registered shares with a par value of CHF 1.02 each through the exercise of conversion and/or option rights issued in conjunction with bonds or other financial market instruments of Implenia Ltd. or one of its Group companies. If bonds or other financial market instruments carrying conversion and/or option rights are issued, the shareholders do not have a subscription right. The current owners of conversion and/or option rights are entitled to subscribe to new shares. The conversion and/or option conditions will be determined by the Board of Directors (Art. 3b para. 1 of the Articles of Association).

There was no increase from conditional capital during the year under review, i.e no conversion and/or option rights were exercised in connection with the convertible bonds issued on 30 June 2015 (see section 2.7 below). More information on conversion and/or option rights and the terms and conditions that apply to them can be found in Art. 3b of the Articles of Association.
http://www.implenia.com/goto/corporategovernance/2017/en/Articles-of-Associations-20150324.pdf

2.2.2 Authorised capital (Art. 3a of the Articles of Association)

The Board of Directors was authorised under Art. 3a para. 1 of the Articles of Association to effect a capital increase from authorised capital of up to CHF 3,768,288 by issuing a maximum of 3,694,400 fully paid-up registered shares with a par value of CHF 1.02 each any time up to 26 March 2017. The Board of Directors did not make use of this authorisation. There is currently no intention to renew the authorised capital, so the decision on a capital increase remains with the General Meeting.

2.3 Changes in capital over the last three financial years 

Share capital remained unchanged in the years between 2015 and 2017. During this period Implenia Ltd.’s equity changed as follows:

For more information on the changes to capital in the years between 2015 and 2016, please refer to the relevant annual reports. http://annualreport.implenia.com/en/gb2016/home.html
http://annualreport.implenia.com/en/gb2015/home.html

2.4 Shares and participation certificates 

As at 31 December 2017, the share capital is divided into 18,472,000 fully paid-up registered shares with a par value of CHF 1.02 each. Subject to the provisions of Art. 7 of the Articles of Association, each share gives the right to one vote. There are no voting right shares or other shares with preferential rights. All registered shares rank for dividends apart from shares held by Implenia Ltd. itself.
http://www.implenia.com/goto/corporategovernance/2017/en/Articles-of-Associations-20150324.pdf

Implenia Ltd. has not issued any participation certificates.

2.5 Dividend-right certificates 

Implenia Ltd. has not issued any dividend-right certificates.

2.6 Limitations on transferability and nominee registrations 

2.6.1 Restrictions on transferability 

There is no statutory percentage clause which would allow any limitation of the transferability of Implenia Ltd.’s shares pursuant to Art. 685d para. 1 Swiss Code of Obligations.

Pursuant to Art. 7 para. 4 a and b of the Articles of Association, the Board of Directors can refuse to register an owner of registered shares as a shareholder with voting rights in the Share Register if (i) this owner does not provide evidence on Implenia Ltd.’s request that it acquired and holds the shares in its own name and on its own account (Art. 7, para. 4a of the Articles of Association), or (ii) information available to Implenia Ltd. indicates that recognition of this owner as a shareholder would or could prevent Implenia Ltd. and/or its subsidiaries from providing the legally required evidence about the composition of its shareholder body and/or the beneficial owners of the shares (Art. 7 para. 4b of the Articles of Association). Because Implenia Group is active in project development and real estate business, Implenia Ltd. is specifically entitled to refuse to register persons abroad (pursuant to the Federal Law on the Acquisition of Real Estate by Persons Abroad, BewG), if this could raise any doubt about the Swiss control of the company and/or its subsidiaries.

The details of how Art. 7, para. 4b of the Articles of Association is implemented are set out in the Regulation on Registration of Registered Shares and Keeping of the Share Register of Implenia Ltd. of 4 February 2013 (“Registration Regulations”).
http://www.implenia.com/goto/corporategovernance/2017/en/Registration-Regulations-20130204.pdf
http://www.implenia.com/goto/corporategovernance/2017/en/Articles-of-Associations-20150324.pdf

Point 5 of the Registration Regulations states that the Board of Directors shall enter a foreign shareholder in the Share Register as a shareholder with voting rights, provided:

  1. the foreign shareholder meets the conditions that apply to all shareholders (points 2 to 4 of the Registration Regulations)
  2. total foreign-owned shares entered with voting rights in the Share Register (including the shares of the foreign shareholder concerned) do not account for more than 20% of all shares entered with voting rights in the Share Register, and
  3. the number of shares entered with voting rights in the Share Register that are held by the foreign shareholder concerned does not exceed 10% of all shares entered with voting rights in the Share Register.

Above these limits, foreign shareholders will only be registered if a decision by the competent authorities is presented at Implenia Ltd.’s headquarters to the effect that Implenia Ltd. and its subsidiaries shall not be considered as foreign-controlled even after the new foreign shareholder is entered in the Share Register. Any shareholder falling within the definition of a person living abroad as per Art. 5 of the Federal Law on the Acquisition of Real Estate by Persons Abroad (BewG) in conjunction with Art. 6 BewG shall be considered as a foreign shareholder. Nominees that have not disclosed the shareholders they represent shall also be regarded as foreign shareholders as defined in this clause.

2.6.2 Granting exceptions 

No exceptions were granted during the year under review.

2.6.3 Admissibility of nominee registrations 

According to point 4 of the Registration Regulations, nominees are persons who do not explicitly declare in their application for registration that they hold the shares for their own account. According to Art. 7 para. 4a of the Articles of Association, nominees will be entered in the Share Register if they declare in writing that they are prepared to disclose the names, addresses and shareholdings of any persons for whose account they are holding the shares, or if they immediately disclose this information in writing on first request.

The precise wording of this rule can be read in the Articles of Association.
http://www.implenia.com/goto/corporategovernance/2017/en/Articles-of-Associations-20150324.pdf

Pursuant to point 4 of the Registration Regulations, the Board of Directors will enter nominees in the Share Register as shareholders with voting rights up to an acknowledged percentage of 1 percent of the total share capital entered in the commercial register, as long as the nominees declare in writing that they are prepared to disclose the names, addresses and shareholdings of any person for whose account they are holding the shares and provided they immediately disclose this information in writing on first request. The nominee must have concluded an agreements with the Board of Directors regarding its position. Registered shares held by a nominee will only be entered in the Share Register with voting rights above this 1 percent limit if the nominee concerned discloses the name, addresses, place of residence or domicile and shareholdings of the person for whose account he is holding 0.25 percent or more of the share capital entered in the Commercial Register.

Further information about this can be found in the Registration Regulations.
http://www.implenia.com/goto/corporategovernance/2017/en/Registration-Regulations-20130204.pdf

Registration as a nominee requires the nominee to have made a legally valid application in accordance with the appendix to the Registration Regulations (Application for Registration as Nominee). The relevant form is on the Implenia website.
http://www.implenia.com/goto/corporategovernance/2017/en/Application-for-Registration-Nominees.pdf

2.6.4 Procedure and conditions for cancelling privileges and restrictions on transferability laid down in the Articles of Association 

The Articles of Association grant no privileges. Cancellation of transferability restrictions requires a resolution by the General Meeting adopted by at least two thirds of the votes represented at the meeting and an absolute majority of the nominal value of shares represented at the meeting (Art. 16 para. 1c of the Articles of Association).

2.7 Convertible bonds and options 

On 30 June 2015, Implenia Ltd. issued a subordinated convertible bond worth CHF 175,000,000 (abbreviation: IMP15, ISIN: CH0285509359). This convertible bond is due for repayment on 30 June 2022 provided it is not redeemed, converted, bought back or cancelled before then. The convertible bond has an annual coupon of 0.500%. The conversion price is CHF 75.06. The convertible bond will be convertible into around 2.33 million shares of Implenia Ltd., which is equivalent to around 12.6 percent of currently outstanding shares. The shares to be delivered as a result of conversion will be made available by providing new shares from conditional capital. There are no other outstanding convertible bonds or options.