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 31 to the group financial statements. SoftwareONE 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: 49645150, 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 2020, the CEO, CFO, COO and President of Sales. The group is organized along the two business lines Software & Cloud and Solutions & Services.
Shareholders
The disclosure notifications of significant shareholders and groups of shareholders holding 3% or more of the voting rights as at 31 December 2020:
|
Shareholder/group of shareholders |
Shares held |
% of voting rights |
|
|
|
|
|
Dr. Daniel Marc von Stockar-Scherer-Castell, Hergiswil, Switzerland 1),2),3) |
17,498,012 |
11.00 % |
|
B. Curti Holding AG 1),2),3),4) |
16,031,853 |
10.10 % |
|
René Rudolf Gilli, Emmetten, Switzerland 1),2),3) |
12,447,509 |
7.85 % |
|
Westminster Bidco S.à r.l. 3),5) |
8,213,023 |
5.20 % |
|
Pictet Asset Management S.A. |
5,154,610 |
3.25 % |
|
UBS Fund Management |
4,806,309 |
3.00 % |
1) Messrs Curti, von Stockar-Scherer-Castell and Gilli have entered into a shareholder agreement and form a group for the purposes of Swiss disclosure rules and regulations, controlling 28.95 % 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 2 and 3.
2) In connection with SoftwareONE Holding AG's IPO, the members of the Board of Directors referred to in Note 1 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, entered into a lock-up group, agreeing to a lock-up period that ended 12 months after the first trading day of SoftwareONE Holding AG's shares on the SIX Swiss Exchange, i.e. on 25 October 2020.
3) In connection with SoftwareONE Holding AG's IPO, the shareholders referred to in Notes 1 and 5, 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 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, i.e. on 25 April 2020.
4) B. Curti Holding AG, Sarnen, Switzerland, is the direct shareholder of the shares which are indirectly controlled by Dr. Beat Alex Curti, Erlenbach, Switzerland.
5) 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.
Individual notifications that were published during the year under review are available on the SIX Exchange Regulation webpage. Between 31 December 2020 and the publication of this report, the company received notification and a disclosure was made in accordance with the requirements of the Financial Market Infrastructure Act (FMIA) of a purchase of 4,764,987 shares corresponding to 3% of the voting rights by Eleva Ucits Fund, Luxembourg, on 15 January 2021.
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.