Capital structure
Capital
As of 31 December 2011, the fully paid nominal share capital of Clariant Ltd totaled CHF 1 183 009 016 and was divided into 295 752 254 registered shares, each with a par value of CHF 4.00. Clariant shares have been listed on the SIX Swiss Exchange since 1995 (symbol CLN, ISIN no. CH0012142631). Clariant Ltd does not issue non-voting equity securities (Genussscheine). Based on the closing price of the Clariant share of CHF 9.27 on 31 December 2011, the company’s market capitalization at year end amounted to CHF 2 742 million.
Conditional capital
The company’s share capital may be increased by a maximum of CHF 159 995 324 by issue of a corresponding maximum of 39 998 831 registered shares with a par value of CHF 4.00 each. These shares must be paid up in cash, by the exercise of conversion or warrant rights granted to their holders in connection with bonds of the company or one of its subsidiaries. The details are set out in Article 5b of the Articles of Association. You can find the Articles of Association on our website at www.governance.clariant.com. On 31 December 2011, of these 39 998 831 shares, 35 086 549 are allocated to a CHF 300 million senior unsecured convertible bond issued on 2 July 2009, of which 1 169 shares were issued during 2011 upon a single exercise of the conversion right. The convertible bond maturing on 7 July 2014 has a conversion price of CHF 8.55 and a coupon of 3 percent per annum payable semi-annually in arrears.
Changes in capital
In calendar year 2011 the share capital was increased by CHF 262 364 340 through a capital increase approved on 31 March 2011. A total of 65 591 085 new registered shares with a par value of CHF 4.00 each were issued, and a further 1 169 shares were created by a single exercise of the conversion right of the CHF 300 million convertible bond. A table with additional information on changes to the share capital can be found on page 126 (Note 15) of this Annual Report.
Transferability of shares
Transfer of registered shares requires the approval of the Board of Directors, which may delegate this function. Approval is granted if the acquirer discloses his/her identity and confirms that the shares have been acquired in his/her own name and for his/her own account.
Nominee registration and voting rights
Each registered share entitles the holder to one vote at Annual General Meetings. Voting rights at Clariant are limited to 10 percent of the share capital in accordance with Article 12, paragraph 1 of the Articles of Association. Special rules apply to nominees who fail to disclose the identity of the persons they represent and whose shareholding exceeds 2 percent.
Convertible bonds and options
In 2009, Clariant issued a convertible bond with a principal amount of CHF 300 million. After the Clariant option program for employees was discontinued for financial reasons in 2009, options were once again issued in 2010 and 2011. Details of the option program can be found on page 149 (Note 29, “Employee Participation Plans”).
Further information on the Clariant share can be found on page 29 of this Annual Report.
