16. Changes in Share Capital and Treasury Shares and Changes in Non-Controlling Interests
Audited information- Index
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Registered shares each with a par value of CHF 3.70 (2016: CHF 3.70) |
Number of shares 2017 |
Par value 2017 in CHF m |
Number of shares 2016 |
Par value 2016 in CHF m |
||||
Share capital as per 1 January |
331 939 199 |
1 228 |
331 939 199 |
1 228 |
||||
Share capital at 31 December |
331 939 199 |
1 228 |
331 939 199 |
1 228 |
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|
|
|
|
|
||||
Treasury shares |
–2 641 579 |
–10 |
–7 887 728 |
–29 |
||||
Outstanding share capital at 31 December |
329 297 620 |
1 218 |
324 051 471 |
1 199 |
Treasury shares (number of shares) |
2017 |
2016 |
||
Holdings as per 1 January |
7 887 728 |
9 195 810 |
||
Shares purchased at market value |
— |
819 813 |
||
Shares sold on exercise of put options |
–800 000 |
|
||
Shares sold to counterparty out of options |
–3 729 500 |
— |
||
Shares sold at market value |
–200 000 |
–1 240 318 |
||
Shares transferred to employees |
–516 649 |
–887 577 |
||
Holdings at 31 December |
2 641 579 |
7 887 728 |
All shares are duly authorized and fully paid in.
Dividends are paid out as and when declared equally on all shares, excluding treasury shares. The information concerning payments per share to the shareholders are disclosed in the notes to the financial statements of Clariant Ltd.
In accordance with article 5 of the company’s Articles of Incorporation, no limitations exist with regard to the registration of shares which are acquired in one’s own name and on one’s own account. Special rules exist for nominees.
In accordance with article 13 of the company’s Articles of Incorporation, each share has the right to one vote.
Significant shareholdings of 3% or more of total share capital
Based on the notifications received by Clariant and published by SIX Exchange Regulation, as at 31 December 2017 the following shareholders held more than 3% of voting rights in Clariant Ltd:
Shareholders |
|
Voting rights |
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|
||||||||||||||||||
White Tale1 |
|
20.00% |
||||||||||||||||
Group of former shareholders of Süd-Chemie AG2 |
|
13.96% |
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Thereof (as a separate sub-group): Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany) and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany)3 |
|
3.73% |
||||||||||||||||
APG Asset Management N.V., Amsterdam, Netherlands |
|
5.01% |
||||||||||||||||
BlackRock Inc., New York |
|
3.80% |
Disclosure notifications during the financial year 2017 reported to the Stock Exchange Disclosure Office pursuant to Art. 120 of the Financial Markets Infrastructure Act (FMIA) as well as further information in relation to disclosure notifications can be found on the SIX Swiss Exchange reporting platform: www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html
As of 31 December 2017, former shareholders of Süd-Chemie AG, who had exchanged their shares against Clariant shares in April 2011, held a total of 13.96% of the share capital of Clariant Ltd.
These shareholders are related to each other for family or other reasons (especially the Wamsler, Winterstein, Schweighart and Stockhausen families).
On 31 December 2016, the following shareholders held a participation of 3% or more of the total share capital: Group of former shareholders of Süd-Chemie AG: 13.89%, thereof (as a separate sub-group): Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany), and Maple Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Grossdingharting (Germany): 3.73%); APG Asset Management N.V., Amsterdam, Netherlands: 5.01%; Black Rock Inc., New York: 3.08%; Cymbria, (Canada): 3.06%, Citadel: 3.02%; Norges Bank (the Central Bank of Norway): 3.003%, UBS Funds Management (Switzerland) AG: 3.001%.
On 31 December 2017, Clariant AG itself held 2 641 579 shares in treasury, corresponding to 0.8% of the share capital.
Distribution to shareholders
On 20 March 2017 the Annual General Meeting of Clariant Ltd approved a distribution from the confirmed capital contribution reserves of CHF 0.45 per share. This was paid out on 27 March 2017 reducing the capital contribution reserves by CHF 148 million.
Non-controlling interests
Effective as of April 1, 2017 Clariant re-negotiated the terms of the joint venture agreement of Süd-Chemie India Ltd (SCIL) with the joint venture partner. As a result the company is now a fully consolidated subsidiary of the Clariant Group and the co-owners’ stake of 50% in the company is reported as a non-controlling interest (see note 25).
In December 2016 Clariant sold shares of Clariant Chemicals (India) Ltd in the stock market for an amount of CHF 29 million. As a result the percentage of non-controlling interests in this company increased from 35.8% to 49%. The transaction resulted in a gain of CHF 16 million, which was recognized in equity.
At 31 December 2017, non-controlling interests reported are primarily made up of those of the four following companies. They amount to more than 84% of the minority shares reported:
Clariant Huajin Catalysts (Panjin) Ltd, reported sales in the amount of CHF 34 million in the reporting period and total assets in the amount of CHF 38 million as per 31 December 2017. The non-controlling interests of 40% of the shares outstanding is held by Northern Huajin Chemical Industry Group Co. Ltd.
Clariant Chemicals (India) Ltd reported sales in the amount of CHF 150 million in the reporting period and CHF 136 million of total assets as per 31 December 2017. The non-controlling interests of 49% of the shares outstanding is traded on the Bombay Stock Exchange (BSE) in Mumbai.
Clariant Catalysts (Japan) K.K. reported sales in the amount of CHF 173 million in the reporting period and CHF 90 million of total assets as per 31 December 2017. The non-controlling interests of 38.6% of the shares outstanding are held by Nissan Chemicals Industries Ltd.
In the reporting period, Süd-Chemie India Ltd (SCIL) reported sales in the amount of CHF 75 million and total assets of CHF 221 million, thereof current assets of CHF 118 million and non-currents assets of CHF 103 million. Total liabilities amounted to CHF 26 million, thereof current liabilities of CHF 22 million and non-current liabilities of CHF 4 million. As per 31 December 2017 total equity amounted to CHF 195 million. The non-controlling interests of 50% of the shares outstanding are owned by private shareholders in India.
Joint ventures are all activities in which Clariant is involved with another partner. The accounting method applied for joint ventures depends on the specific conditions of the participation. VIEW ENTIRE GLOSSARY
A substance that lowers the activation energy, thereby increasing the rate of a chemical reaction without being consumed by the reaction itself (Clariant Business Unit Catalysts). VIEW ENTIRE GLOSSARY