17. 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 (2018: CHF 3.70)

 

Number of shares 2019

 

Par value 2019
in CHF m

 

Number of shares 2018

 

Par value 2018
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

 

–2 586 765

 

–10

 

–2 250 664

 

–8

Outstanding share capital at 31 December

 

329 352 434

 

1 218

 

329 688 535

 

1 220

Treasury shares (number of shares)

 

2019

 

2018

Holdings as per 1 January

 

2 250 664

 

2 641 579

Shares purchased at market value

 

572 000

 

Shares transferred to employees

 

–235 899

 

–390 915

Holdings at 31 December

 

2 586 765

 

2 250 664

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.

Distribution to shareholders

On 1 April 2019 the Annual General Meeting of Clariant AG approved a distribution from the confirmed capital contribution reserves of CHF 0.55 per share. This was paid out on 8 April 2019 reducing the capital contribution reserves by CHF 181 million.

Significant shareholders 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 2019 the following shareholders held more than 3% of voting rights in Clariant Ltd:

Shareholders

 

Voting rights

1

SABIC acquired 24.99% of the shares of Clariant Ltd on 17 September 2018. The difference between this figure and the above-mentioned 25.77% corresponds to the amount of treasury shares held by Clariant Ltd, which have to be aggregated to the shares held by SABIC solely for regulatory disclosure purposes due to the Governance Agreement entered into by SABIC and Clariant on 17 September 2018.

2

According to a disclosure notification published on 18 December 2018, a group consisting of Konstantin Winterstein, 80333 Munich, Germany, and Elisabeth Prinzessin zu Sayn-Wittgenstein, 80333 Munich, Germany, was formed.

3

Beneficial owner is Kenneth C. Griffin, c/o Citadel GP LLC, Chicago, USA.

4

Beneficial owner is Israel Englander, New York, United States.

SABIC International Holdings B.V., Sittard, The Netherlands, controlled by the Public Investment Fund of Saudi Arabia (PIF), Riyadh, Kingdom of Saudi Arabia

 

25.77%1

APG Asset Management N.V., Amsterdam, Netherlands

 

5.01%

Blue Beteiligungsgesellschaft mbH, Am Holzmaierfeld, 82064 Strasslach-Dingharting, Germany, and Maple Beteiligungsgesellschaft mbH, 82057 Icking, Germany2

 

3.49%

Citadel Multi-Strategy Equities Master Fund Ltd., George Town, Cayman Islands
Citadel Securities Financial Trading (Ireland) DAC, Dublin, Ireland
Citadel Global Equities (Ireland) DAC, Dublin, Ireland
Citadel Global Equities Master Fund Ltd., George Town, Cayman Islands
Citadel Multi-Strategy Equities (Ireland) DAC, Dublin, Ireland
Citadel Quantitative Strategies Master Fund Ltd., George Town, Cayman Islands3

 

3.285%

Millennium Partners LP, George Town, Cayman Islands
Integrated Core Strategies Asia Pte. Ltd., Singapore4

 

3.04%

Disclosure notifications during the financial year 2019 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:

On 31 December 2018, the following shareholders held a participation of 3% or more of the total share capital: SABIC International Holdings B.V., Sittard, The Netherlands, controlled by the Public Investment Fund of Saudi Arabia (PIF), Riyadh, Kingdom of Saudi Arabia 25.67%; 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): 3.49%; APG Asset Management N.V., Amsterdam, Netherlands: 5.01%.

On 31 December 2019, Clariant AG itself held 2 586 765 shares in treasury, corresponding to 0.78% of the share capital.

Non-controlling interests

At 31 December 2019, non-controlling interests reported are primarily made up of those of the four following companies. They amount to more than 85% of the minority shares reported:

Clariant Huajin (Panjin) Ltd, reported sales in the amount of CHF 29 million in the reporting period and total assets in the amount of CHF 41 million as per 31 December 2019. 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 149 million in the reporting period and CHF 130 million of total assets as per 31 December 2019. 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 172 million in the reporting period and CHF 98 million of total assets as per 31 December 2019. The non-controlling interests of 38.6% of the shares outstanding are held by Nissan Chemicals Industries Ltd.

Süd-Chemie India Ltd (SCIL) reported sales in the amount of CHF 141 million and as per 31 December 2019 total assets of CHF 223 million, thereof current assets of CHF 129 million and non-currents assets of CHF 94 million. Total liabilities amounted to CHF 38 million, thereof current liabilities of CHF 29 million and non-current liabilities of CHF 9 million.

As per 31 December 2019 total equity amounted to CHF 185 million. The non-controlling interests of 50% of the shares outstanding are owned by private shareholders in India.

Catalyst

A substance that lowers the activation energy, thereby increasing the rate of a chemical reaction without being consumed by the reaction itself. View entire glossary

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