Capital Structure

Issued capital

The share capital of SoftwareONE Holding AG, registered in the commercial register of the canton of Nidwalden as at 31 December 2019, amounted to CHF 1,585,814.60, divided into 158,581,460 fully paid-in registered shares with a nominal value of CHF 0.01 each.

As at 31 December 2019, SoftwareONE held 4,271,504 shares (corresponding to 2.69% of the company’s total share capital) in treasury. This amount has not changed between the balance sheet date and the publication date of this report. The market capitalization of SoftwareONE as at 31 December 2019 amounted to CHF 3.9 billion.

Each share carries one vote at the general meetings of SoftwareONE. The shares rank pari passu with each other in all respects, including entitlement to dividends, to a share in the liquidation proceeds in case of liquidation of the company and to pre-emptive rights.

An overview of SoftwareONE’s share price information can be found here.

Authorized and conditional capital

As at 31 December 2019 and in the prior three years, the company has no authorized share capital or conditional share capital.

Changes in capital

SoftwareONE was incorporated and registered in the commercial register of the canton of Nidwalden on 28 June 2013, with a share capital of CHF 1,185,000.00, divided into 11,850,000 registered shares with a nominal value of CHF 0.10 each. The company’s initial share capital was paid up by way (i) of a contribution in kind of 1,184,950 registered shares with a nominal value of CHF 1.00 each in SoftwareONE AG and (ii) by way of a cash contribution of CHF 4,430.40.

On 17 November 2015, SoftwareONE’s share capital was increased by CHF 169,285.70 to CHF 1,354,285.70 by issuing 1,692,857 registered shares with a nominal value of CHF 0.10 each. On 31 January 2019, SoftwareONE’s share capital was increased by CHF 231,528.90 to CHF 1,585,814.60 by issuing 2,315,289 registered shares with a nominal value of CHF 0.10 each against contribution in kind of all registered shares of Comparex AG (“Comparex”).

On 10 October 2019, SoftwareONE’s Extraordinary General Meeting of shareholders (EGM) resolved to split one existing registered share with a nominal value of CHF 0.10 each into ten registered shares with a nominal value of CHF 0.01 each. Thus, as at 11 October 2019 (date of registration of the split of the ordinary share capital in the commercial register of the canton of Nidwalden), SoftwareONE had a nominal share capital of CHF 1,585,814.60, divided into 158,581,460 fully paid-in registered shares with a nominal value of CHF 0.01 each.

Duty to make an offer

Before SoftwareONE’s listing in October 2019, its shareholders decided to increase the mandatory offer threshold to make a public takeover offer pursuant to Art. 135 FMIA by way of an opting-up clause in its AoI from the standard 33¹/₃% to the level of 49% of the voting rights.

The opting-up provision is the result of the particular shareholder structure of SoftwareONE at the time of the IPO. It is intended to grant the company sufficient flexibility in its initial phase as a public company and shall limit the risk of unintentionally triggering a mandatory bid offer by the founding shareholders because of a corporate transaction. The necessity of this opting-up provision will be reviewed by the BoD at least once every two years.

Participation and dividend-right certificates

As at 31 December 2019, SoftwareONE has issued neither participation certificates nor profit sharing certificates.

Limitations on convertible bonds and options

As at 31 December 2019, neither SoftwareONE nor any of its subsidiaries have issued any bonds, convertible bonds, similar debt instruments or option rights that are convertible into equity securities of the company.