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 |
Number of shares |
Par value 2018 |
Number of shares |
Par value 2017 |
||||
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 |
–2 250 664 |
–8 |
–2 641 579 |
–10 |
||||
Outstanding share capital at 31 December |
329 688 535 |
1 220 |
329 297 620 |
1 218 |
Treasury shares (number of shares) |
2018 |
2017 |
||||||
Holdings as per 1 January |
2 641 579 |
7 887 728 |
||||||
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 |
||||||
Shares transferred to employees |
–390 915 |
–516 649 |
||||||
Holdings at 31 December |
2 250 664 |
2 641 579 |
||||||
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 2018 the following shareholders held more than 3% of voting rights in Clariant Ltd:
Shareholders |
|
Voting rights |
|||||||||||||
|
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SABIC International Holdings B.V., Sittard, The Netherlands, controlled by the Public Investment Fund of Saudi Arabia (PIF), Riyadh, Kingdom of Saudi Arabia1 |
|
25.67%2 |
|||||||||||||
APG Asset Management N.V., Amsterdam, Netherlands |
|
5.01% |
|||||||||||||
Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Strasslach-Dingharting (Germany) and Maple Beteiligungsgesellschaft mbH, 82057 Icking (Germany)3 |
|
3.49% |
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Former shareholders of Süd-Chemie AG4, who had exchanged their shares against Clariant shares in April 2011 and are related to each other for family or other reasons (especially the Wamsler, Winterstein, Schweighart and Stockhausen families), held a total of 13.96% of the share capital of Clariant Ltd until this group of shareholders was dissolved according to a discloure notification published on 18 December 2018.
4 The following former shareholders of Süd-Chemie AG, holding 13.96% of Clariant’s shares, formed a group that was dissolved according to a disclosure notification published on 18 December 2018:
Wilhelm, Dr. Winterstein, Germany
Konstantin Alfred Winterstein, Germany
Dolf, Dr. Stockhausen, Switzerland
Axel, Dr. Schweighart, Germany
Rosemarie Schweighart, Germany
Dominique Kraus, 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, USA
Schuyler H. Joerger, Unites States
Sophie Isabel Schweighart, Germany
Heidrun Schweighart, Germany
Adriane Hartner, Austria
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
Susanna Maria Schweighart, Germany
Maria Stockhausen, Switzerland
Disclosure notifications during the financial year 2018 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
On 31 December 2017, the following shareholders held a participation of 3% or more of the total share capital: White Tale, White Tale Holdings LP, Cayman Islands (Keith Meister; David J. Millstone; David S. Winter), Corvex Holdings LLC, Cayman lslands (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 AG: 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): 3.73%); APG Asset Management N.V., Amsterdam, Netherlands: 5.01%; Black Rock Inc., New York: 3.80%.
On 31 December 2018, Clariant AG itself held 2 250 664 shares in treasury, corresponding to 0.68% of the share capital.
Distribution to shareholders
On 19 March 2018, the Annual General Meeting of Clariant Ltd approved a distribution from the confirmed capital contribution reserves of CHF 0.50 per share. This was paid out on 26 March 2018 reducing the capital contribution reserves by CHF 165 million.
Non-controlling interests
Effective as of 1 April 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).
At 31 December 2018, 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 31 million in the reporting period and total assets in the amount of CHF 45 million as per 31 December 2018. 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 141 million in the reporting period and CHF 122 million of total assets as per 31 December 2018. 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 158 million in the reporting period and CHF 93 million of total assets as per 31 December 2018. 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 140 million and as per 31 December 2018 total assets of CHF 224 million, thereof current assets of CHF 125 million and non-currents assets of CHF 99 million. Total liabilities amounted to CHF 35 million, thereof current liabilities of CHF 24 million and non-current liabilities of CHF 11 million.
As per 31 December 2018, total equity amounted to CHF 189 million. The non-controlling interests of 50% of the shares outstanding are owned by private shareholders in India.