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Share capital
Ordinary share capital
Since 6 April 2007, the share capital is valued CHF 18,000,000, divided into 36,000,000 registered shares at a nominal value of CHF 0.50 each.
Shares and participation certificates
31.12.2007 | 31.12.2006 |
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Number | CHFm | Number | CHFm |
|
| Registered shares (nom CHF 0.50) | 36,000,000 | 18.0 | 36,000,000 | 18.0 |
| Registered shareholders | 6,950 | 7,110 |
Ascom Holding Ltd. and its subsidiaries held 580,800 own registered shares as of the balance sheet date.
Bonus certificates
Ascom Holding AG has not issued any bonus certificates.
Authorised share capital/ conditional share capital
Ascom Holding Ltd. had neither authorised nor conditional share capital at 31 December 2007.
Changes in equity
The equity of Ascom Holding Ltd. has changed as follows:
2007 | 2006 | 2005 | 2004 |
|
| Equity capital | 18,000,000 | 18,000,000 | 198,000,000 | 198,000,000 |
| Legal reserves | 12,501,000 | 9,820,000 | 6,233,000 | 1,021,000 |
| Free reserves | 88,114,000 | 105,293,000 | 111,812,000 | 32,551,000 |
| Total | 118,615,000 | 133,113,000 | 316,045,000 | 231,572,000 |
On the decision of the General Meeting of 6.4.2006 the equity capital was reduced by CHF 180m from CHF 198m to CHF 18m. The nominal value of the stock was reduced from CHF 5.50 to CHF 0.50 and the difference of CHF 5 per share paid out to the shareholders on 28.6.2006.
Limitations on transferability and nominee registrations
- In principle, the Articles of Incorporation of Ascom Holding Ltd. contain no limitations on transferability.
- Every person recorded in the share register is regarded as a shareholder or beneficiary vis-à-vis the company.
- A share register is maintained for registered shares in which the names and addresses of the owners and beneficiaries are entered. Changes must be reported to the company.
- Entry in the share register requires proof of acquisition of title to the shares or of beneficiary status.
- A purchaser of registered shares is entered in the share register upon request as a voting shareholder if he/she expressly declares that he/she acquired the registered shares in his/her own name and on his/her own account. If the purchaser is not prepared to make such a declaration, the Board of Directors may refuse registration as a voting shareholder.
- After consulting the party involved, the company may delete entries in the share register if such entries occurred in consequence of false statements by the purchaser. The purchaser must be informed immediately of the deletion.
- Admission of nominees is decided by the Board of Directors. No petitions in this regard were submitted in 2006.
Options / Convertible bonds
2004 Ascom Stock Option Plan
In accordance with the resolution passed by the Board of Directors on 2 July 2004, a total of 99,000 options were issued to seven members of Ascom’s senior management on 1 July 2004, each option entitling the holder to purchase one share with a par value of CHF 5.50. The strike price is CHF 14.21. The options have a life of four years and are subject both to an exercise hurdle (outperformance of the SMI index within a period of 12 months) and to a blocking period (one third of the options can be exercised after one year). At the time when the options are exercised, the participants must also have a valid employment contract with an Ascom company (truncation clause).
On 30 June 2006 the Board of Directors decided to reduce the strike price for all options still in circulation by CHF 5, with immediate effect, due to the par value repayment of CHF 5 per share. The strike price for all options still in circulation pursuant to the 2004 Ascom Stock Option Plan was set at CHF 9.21.
In 2006, a total of 42,000 options were exercised out of the 74,000 options still outstanding. A further 4,000 options became nil and void due to termination of the holders’ employment relationship, leaving 28,000 options still outstanding at balance sheet date.
2005 Ascom Stock Option Plan
In accordance with the resolutions passed by the Board of Directors on 1 March 2005 and 27 June 2005, a total of 150,200 options were issued to seven members of Ascom’s senior management on 1 February 2005 and 1 July 2005, each option entitling the holder to purchase one share with a par value of CHF 5.50. The strike price is CHF 22.25. The options have a life of four years and are subject both to an exercise hurdle (outperformance of the SMI index within a period of 12 months) and to a blocking period to 31 January 2007.
On 30 June 2006 the Board of Directors decided to reduce the strike price for all options still in circulation by CHF 5, with immediate effect, due to the par value repayment of CHF 5 per share. The strike price for all options still in circulation pursuant to the 2005 Ascom Stock Option Plan was set at CHF 17.25.
61,400 options became nil and void due to termination of the holders’ employment relationship, leaving 88,800 options still outstanding at balance sheet date.
2006 Ascom Stock Option Plan
In accordance with the resolutions passed by the Board of Directors on 6 April 2006 and 29 August 2006, a total of 135,400 options were issued to four members of Ascom’s senior management on 1 March 2006 and 1 September 2006, each option entitling the holder to purchase one share with a par value of CHF 5.50. The strike price is CHF 19.75. The options have a life of four years and are subject both to an exercise hurdle (outperformance of the SMI index within a period of 12 months) and to a blocking period to 28 February 2008.
On 30 June 2006 the Board of Directors decided to reduce the strike price for all options still in circulation by CHF 5, with immediate effect, due to the par value repayment of CHF 5 per share. The strike price for all options still in circulation pursuant to the 2006 Ascom Stock Option Plan was set at CHF 14.75.
29,200 options became nil and void due to termination of the holders’ employment relationship, leaving 106,200 options still outstanding at balance sheet date.
Ascom stock option Plan 2007/i
In accordance with the resolution passed by the Board of Directors on 5 March 2007 a total of 95,400 options were issued to three members of Ascom’s senior management on 5 March 2007 and 14 May 2007 respectively, each option entitling the holder to purchase one share with a nominal value of CHF 0.50. The strike price is CHF 19.85. The options have a life of four years and are subject both to an exercise hurdle (outperformance of the SMI index within a period of 12 months) and to a blocking period to 4 March 2009. No options became nil and void due to the employment relationship of the holders having ended. There are thus 95,400 options still outstanding at 31 December 2007.
Ascom stock option Plan 2007/ii
In accordance with the resolution passed by the Board of Directors on 25 September 2007 a total of 360,000 options were issued to 26 members of Ascom’s senior management on 1 October 2007, each option entitling the holder to purchase one share with a nominal value of CHF 0.50. The strike price is CHF 13.00. The options have a life of four years and are subject both to an exercise hurdle (outperformance of the SMI index within a period of 12 months) and to a blocking period (one third of the options can be exercised after one year). No options became nil and void due to the employment relationship of the holders having ended. There are thus 360,000 options still outstanding at 31 December 2007.
Convertible bonds
Ascom Holding AG has not issued any convertible bonds.










