Note 26 – Changes in Shares and Share Capital Movements

effect in million CHF

 

31 12 2018

 

Change
in year

 

31 12 2017

 

Change
in year

 

31 12 2016

 

 

 

 

 

 

 

 

 

 

 

Total number of shares

 

74,468,752

 

0

 

74,468,752

 

21,548,612

 

52,920,140

 

 

 

 

 

 

 

 

 

 

 

Treasury shares

 

 

 

 

 

 

 

 

 

 

Free shares

 

(222,595)

 

3,325

 

(225,920)

 

(97,029)

 

(128,891)

Total treasury shares

 

(222,595)

 

3,325

 

(225,920)

 

(97,029)

 

(128,891)

 

 

 

 

 

 

 

 

 

 

 

Total shares ranking for dividend at 31 December

 

74,246,157

 

3,325

 

74,242,832

 

21,451,583

 

52,791,249

 

 

 

 

 

 

 

 

 

 

 

Share capital movements

 

 

 

 

 

 

 

 

 

 

Share capital in CHF

 

74,468,752

 

0

 

74,468,752

 

21,548,612

 

52,920,140

The share capital on 31 December 2018 comprised 74,468,752 registered shares (2017: 74,468,752) with a par value of CHF 1 each, amounting to CHF 74,468,752 (2017: CHF 74,468,752).

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 each at an offer price of CHF 136 per share.

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 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 2018, 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 (2017: CHF 26,460,070) included in the financial statements of the parent company cannot be distributed.

Dividend

On 4 May 2018, at the Annual General Meeting, shareholders approved the distribution of a dividend of CHF 2.75 per share in respect of the 2017 financial year (financial year 2016: CHF 2.75). The dividend distribution totaled CHF 205 million (2017: CHF 159 million).

A dividend payment per share of CHF 2.75 (2017: CHF 2.75) is proposed by the Board of Directors to be made after the 31 December 2018 balance sheet date, subject to approval by the shareholders at the Annual General Meeting on 18 April 2019.