16. Changes in Share Capital and Treasury Shares and Changes in Non-Controlling Interests

Audited information

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

 

 

 

 

 

 

 

 

 

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

1

As of 31 December 2017 White Tale Holdings LP held 20.00% and subsequently increased their shareholding to 25.15%.
On 25 January 2018, SABIC International Holdings B.V., Sittard, The Netherlands, controlled by the Public Investment Fund of Saudi Arabia (PIF), Riyadh, Kingdom of Saudi Arabia, acquired, subject to the necessary regulatory approvals, a 24.99% stake in Clariant Ltd previously held by White Tale Holdings LP resp. Corvex Holdings LLC resp. 40 North Latitude Master Fund Ltd. Thus SABIC has become Clariant Ltd’s largest shareholder.

2

The following former shareholders of Süd-Chemie AG form a group:

 

Wilhelm, Dr. Winterstein, Germany
Dolf, Dr. Stockhausen, Switzerland
Axel, Dr. Schweighart, Germany
Rosemarie Schweighart, Germany
Dominique Kraus, Germany
Estate Karl, Dr. Wamsler, Germany
Irene W. Banning, United States
Susanne Wamsler-Singer, Austria
Caroline A., Dr. Wamsler, United States
Amelie Ratjen, Germany
Christof Ratjen, Germany
Christopher Weithauer, Germany
Johanna Bechtle, Germany
Kaspar Bechtle, Germany
Luisa Redetzki, Germany
Karl T. Banning, United States
Schuyler H. Joerger, United States

Konstantin Alfred Winterstein, Germany
Max-Theodor, Dr. Schweighart, Germany
Peter, Dr. Schweighart, Germany
Moritz Ostenrieder, Germany
Christian Ratjen, Germany
Bettina Wamsler, Germany
Pauline Joerger, United States
Marianne Kunisch, Germany
Maximilian Ratjen, Germany
Julius Ratjen, Germany
Elisabeth Prinzessin zu Sayn-Wittgenstein, Germany
Georg A. Weithauer, Germany
Charlotte Bechtle, Germany
Clara Redetzki, Germany
Marie Redetzki, Germany
Sophia P. Joerger, United States

3

According to a disclosure notification published on 18 January 2013, a group consisting of Konstantin Winterstein, 80333 München, Germany and Elisabeth Prinzessin zu Sayn-Wittgenstein, 80333 München, Germany holds 3.73% partially through Blue Beteiligungsgesellschaft mbH, Grossdingharting (Germany) and partially through Maple Beteiligungsgesellschaft mbH, Grossdingharting (Germany). The 3.73% held by this group are included in the 13.96% mentioned under footnote 2, but build a separate sub-group.

White Tale1
White Tale Holdings LP, Cayman Islands
(Keith Meister; David J. Millstone; David S. Winter)
Corvex Holdings LLC, Cayman Islands
(Keith Meister)
40 North Latitude Master Fund Ltd., New York
(David J. Millstone; David S. Winter)

 

 

20.00%

Group of former shareholders of Süd-Chemie AG2

 

 

13.96%

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 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 (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 venture

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

Catalyst

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

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