Note 26 – Changes in Shares and Share Capital Movements Audited

 

The share capital on 31 December 2017 comprised  74,468,752 registered shares (2016: 52,920,140) with a par value of CHF 1 each, amounting to CHF 74,468,752 (2016: CHF 52,920,140).

In February 2017 Lonza Group Ltd issued 5 million new shares (from Lonza Group Ltd’s authorized capital) by way of an accelerated book building procedure with selected investors in Switzerland (private placement) and outside of Switzerland to institutional investors and qualified institutional buyers.

On 25 April 2017 the Annual General Meeting of Lonza Group Ltd approved an ordinary capital increase by the issuance of up to 22,000,000 fully paid-in registered shares by way of a rights offering and authorized the Board of Directors to determine the final number of offered shares to be newly issued and the offer price per offered share. The Board of Directors decided to offer 16,548,612 newly issued shares with a nominal value of CHF 1.00 each at an offer price of CHF 136.00.

The total gross proceeds of CHF 3.123 billion, net of certain costs and expenses associated with the capital increases (CHF 99 million), resulting in net proceeds of CHF 3.024 billion, were used to partially finance the acquisition of Capsugel S.A.

Contingent and Authorized Capital


Contingent Capital: The share capital of Lonza Group Ltd may be increased through the issuance of a maximum of 7,500,000 fully paid-in registered shares with a par value of CHF 1 each up to a maximum aggregate amount of CHF 7,500,000.
 

Authorized Capital: The Board of Directors shall be authorized to increase, at any time until 25 April 2019, the share capital of the Lonza Group Ltd through the issuance of a maximum of 7,500,000 fully paid-in registered shares with a par value of CHF 1 each up to a maximum aggregate amount of CHF 7,500,000. The capital increases in the form of contingent capital and authorized capital may increase the share capital of Lonza Group Ltd by a maximum aggregate amount of CHF 7,500,000. The details and conditions are set out in Articles 4bis to 4quater of the Company’s Articles of Association.

At 31 December 2017, Lonza Group Ltd had a fully paid-in registered capital of CHF 74,468,752 and a contingent capital of CHF 7,500,000.

Reserves in the amount of CHF 26,460,070 (2016: CHF 26,460,070) included in the financial statements of the parent company cannot be distributed.

Dividend 

 

On 25 April 2017, at the Annual General Meeting shareholders approved the distribution of a dividend of CHF 2.75 per share in respect of the 2016 financial year (financial year 2015: CHF 2.50). The dividend distribution totaled CHF 159 million (2016: CHF 131 million) and was based on 57,920,140 shares, which included the 5 million new shares issued in February 2017.

A dividend payment per share of CHF 2.75 (2016: CHF 2.75) is proposed by the Board of Directors to be made after the balance sheet date, subject to approval at the Annual General Meeting on 4 May 2018 by the shareholders.