Group Structure and Shareholders
Operational group structure of SoftwareONE Holding AG
The operating business of SoftwareONE is conducted through SoftwareONE Holding AG’s subsidiaries (operating legal entities). Detailed information on group companies is provided in Note 32 to the group financial statements. Software ONE Holding AG, the group’s ultimate parent company, is incorporated and domiciled in Switzerland with registered offices at Riedenmatt 4, 6370 Stans. The company is listed on the SIX Swiss Exchange under the ticker symbol “SWON” (Swiss security number: 49.645.150, International Security Identification Number “ISIN”: CH0496451508) and reports in accordance with the International Financial Reporting Standard (IFRS).
The holding is organized along a two-tier structure with the BoD setting the strategic direction of SoftwareONE, appointing and overseeing key executives and approving major transactions and investments. The structure of the BoD and the EB is discussed in more detail in sections Board of Directors and Executive Board. The operational management is delegated to the EB, which consisted of four members in 2019, the CEO, CFO, COO and President of Sales. The group is organized along the two business lines Software & Cloud and Solutions & Services.
Shareholders
The following table provides a summary of the disclosure notifications of significant shareholders and groups of shareholders holding more than 3% of the voting rights as at 31 December 2019 (taking into account individual disclosures made in the context of the company's IPO of 25 October 2019):
|
Shareholder/group of shareholders |
Shares held |
% of voting rights |
|
|
|
|
|
Westminster Bidco S.à r.l .1), 5) |
23,454,893 |
14.79 % |
|
B. Curti Holding AG 2),3),4),5) |
19,031,853 |
12.00 % |
|
Dr. Daniel Marc von Stockar- Scherer-Castell, Hergiswil, Switzerland 3),4),5) |
17,489,874 |
11.03 % |
|
Raiffeisen Informatik GmbH & CO KG 5),6) |
12,573,693 |
7.93 % |
|
René Rudolf Gilli, Emmetten, Switzerland 3),4),5) |
12,445,068 |
7.85 % |
|
Anastasia Karolina Nielsen and Leon Elias Winter, both Monaco, Principality of Monaco 5),7) |
12,445,068 |
7.85 % |
|
Current and former employees, officers and directors 8) |
10,749,660 |
6.78 % |
|
Pictet Asset Management SA |
5,154,610 |
3.25 % |
1) Westminster Bidco S.à r.l., Luxembourg, the Grand Duchy of Luxembourg is the direct shareholder of the shares indirectly and beneficially owned by funds advised by KKR, with its principal executive offices in New York, USA.
2) B. Curti Holding AG, Sarnen, Switzerland, is the direct shareholder of the shares which are indirectly controlled by Dr. Beat Alex Curti, Erlenbach, Switzerland.
3) Messrs Curti, von Stockar-Scherer-Castell and Gilli have entered into a shareholder agreement and form a group for purposes of Swiss disclosure rules and regulations, controlling 30.88 % of voting rights. The representative of this group of shareholders is Dr. Beat Curti, Erlenbach, Switzerland. The members of this group also form part of the groups disclosed in Notes 4 and 5.
4) In connection with SoftwareONE Holding AG's IPO, the members of the Board of Directors referred to in Note 3 as well as Peter Kurer, Andreas Fleischmann, Marina Nielsen, Johannes Peter Huth, Jean-Pierre Saad, Marie-Pierre Rogers, Timo Ihamuotila, José Alberto Duarte, Dieter Schlosser, Alex Alexandrov, Hans Grüter, Neil Lomax, together controlling 33.53 % of voting rights, have entered into a lock-up group, agreeing to a lock-up period ending 12 months after the first trading day of SoftwareONE Holding AG's shares on the SIX Swiss Exchange (ie until 25 October 2020).
5) In connection with SoftwareONE Holding AG's IPO, the shareholder referred to in Notes 1, 3, 6 and 7, controlling 61.45 % of voting rights, have entered into a sell-down coordination agreement with respect to certain future sales of their respective shares in SoftwareONE Holding AG. In addition, the listed persons have agreed to a lock-up period undertaking ending six months after the first trading day of SoftwareONE Holding AG's shares on the SIX Swiss Exchange (ie until 25 April 2020).
6) "Raiffeisen Informatik GmbH & CO KG, Vienna, Austria, is the direct shareholder of the shares indirectly and beneficially owned by RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung, Vienna, Austria, and Raiffeisen Bank International AG, Vienna, Austria.
7) Anastasia Karolina Nielsen and Leon Elias Winter are each represented by their mother, Marina Nielsen, Monaco, Principality of Monaco, as their legal representative. Marina Nielsen is thus seen as having discretionary power to exercise the voting rights (within the meaning of Art. 120(3) FMIA) with respect to the shares held by Anastasia Karolina Nielsen and Leon Elias Winter.
8) In connection with SoftwareONE Holding AG's IPO, the current and former employees, officers and directors of SoftwareONE Holding AG (337 persons, none of whom controlling more than 3 % of the voting rights), controlling 6.78 % of voting rights in total, have entered in a lock-up group, agreeing to a lock-up period ending six months after the first trading day of SoftwareONE Holding AG's shares on SIX Swiss Exchange (ie until 25 April 2020).
Individual notifications that were published during the year under review are available on the SIX Exchange Regulation webpage. Between 31 December 2019 and the publication of this report, the company has not received any new notification and no disclosure has been made in accordance with the requirements of the Financial Market Infrastructure Act (FMIA).
Cross-shareholdings
As at the date of publication of this Annual Report, the company is not aware of cross-shareholdings exceeding 5% of the capital or voting rights.