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 2022, 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.
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.
Authorised and conditional capital
As at 31 December 2022 and in the prior three years, the company has no authorised share capital or conditional share capital.
Changes in capital
|
Date |
Nominal share capital |
Registered shares |
Event |
|
|
|
|
|
|
10 October 2019 |
CHF 1,585,814.60 |
158,581,460 |
Share split 1:10 |
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 10 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
Prior to SoftwareOne’s listing on the SIX Swiss Exchange 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 33⅓% to the level of 49% of the voting rights.
The opting-up provision is the result of the particular shareholder structure of SoftwareOne. It is primarily intended to limit the risk of unintentionally triggering a mandatory bid offer by the founding shareholders because of a corporate transaction.
Participation and dividend-right certificates
As at 31 December 2022, SoftwareOne has issued neither participation certificates nor profit sharing certificates.
Limitations on convertible bonds and options
As at 31 December 2022, 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.