AGM of Shareholders 2013March 12, 2013
Not for release, publication or distribution in the USA, Canada, Japan or Australia.
Shareholders agree to capital increase - all Board proposals are approved
At the Theater Casino in Zug, the Bossard Holding AG Ordinary Annual General Meeting, chaired by Board president, Dr. Thomas Schmuckli, approved the capital increase. This capital increase is a significant step for the development of the group and, as a result of the approval, the company expects to benefit from net proceeds in connection with the capital increase of approximately CHF 80 million. The shareholders accepted all other Board proposals with a large majority.
The main issue for the Annual General Meeting was the capital increase. This follows the Bossard Group’ CHF 200 million acquisition of the KVT-Fastening business area from the KVT Group in November 2012. In order to increase the equity, which had decreased as a result of the acquisition, the Annual General Meeting today approved the capital increase with a majority of 99.9 percent of the shareholders present. Net proceeds expected by the company in connection with the capital increase amount to approximately CHF 80 million. Shareholders' subscription rights will be preserved. One subscription right is allocated to every existing share. 4 subscription rights entitle the respective holders to purchase one new share of the same class. A new bearer share can be purchased at the price of CHF 100 and a new registered share at the price of CHF 20. The new bearer shares will be traded on the stock exchange for the first time on March 25, 2013, and holders are entitled to dividend payments for the 2013 financial year.
In a further resolution, the Annual General Meeting agreed to pay a gross dividend per bearer share of CHF 5.75 (previous year: CHF 6.00) and per registered share of CHF 1.15 (previous year: CHF 1.20). These dividends are to be paid from a consolidated net profit for 2012 of CHF 42.9 million (profit for 2011: CHF 44.8 million). Bossard bearer shares will be traded ex-dividend and ex-subscription right as of March 14, 2013. The dividend will be paid on March 19, 2013.
Ms. Maria Teresa Vacalli was newly elected to the administrative board of Bossard Holding AG for a three year term of office.
In addition to this PricewaterhouseCoopers AG, Zurich, were re-elected as statutory auditors for the 2013 financial year.
522 shareholders attended the Annual General Meeting, which represents 3,673,854 of a total of 5,141,363 possible votes.For further information please contact
Stephan Zehnder, CFO
Phone +41 41 749 65 86
Zug, March 12, 2013
Total Votes: 3,673,854
Number of votes
|2.1||Approval of the annual report, the consolidatedfinancial statement and theannual financial statement for 2012||3,673,684||0||170|
|2.2||Consultative vote on the 2012 remuneration report||3,668,457||5,247||150|
|2.3||Discharge of the board of directors and the executive committee for the business year 2012||3,672,561||1,173||120|
|2.4||Appropriation of available retained earnings||3,664,621||9,113||120|
|3.||Ordinary capital increase||3,668,407||5,277||170|
|4.||Election of Ms. Maria Teresa Vacalli to the board of directors||3,666,634||0||7,220|
|5.||Appointment of PricewaterhouseCoopers AG, Zurich, as statutory auditors for the 2013 business year||3,671,924||1,710||220|
This publication does neither constitute an offer to buy or to subscribe to shares of Bossard Holding AG nor a prospectus within the meaning of the applicable Swiss law. Investors should make their decision to buy or to subscribe to new shares solely based on the offering and listing prospectus and should consult their bank or financial adviser.
This publication contains specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not rely on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.
This publication is not being issued in the United States of America and should not be distributed to United States Persons or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or purchase any securities. The securities of Bossard Holding AG are not being offered in the United States or to U.S. Persons.
The information contained herein does not constitute an offer of securities to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. No prospectus offering securities to the public will be published in the United Kingdom.
Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
This document does not constitute a prospectus pursuant to art. 652a and/or 1156 of the Swiss Code of Obligations or the listing rules of the SIX Swiss Exchange. A decision to invest in shares of Bossard Holding AG should be based exclusively on the offering and listing prospectus published by Bossard Holding AG for such purpose.
The securities described herein are offered publicly in Switzerland only. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.