1. Standards
2. Other statutory disclosures
2.1 Guarantees, assets pledged in favor of third parties
| 31.12.2015 | 31.12.2014 | |
|---|---|---|
| MCHF | MCHF | |
| Guarantee Bridge Facility | 0.0 | 900.0 |
| Guarantee Term Loan Facility | 297.5 | 481.0 |
| Guarantee Revolving Facility | 300.0 | 300.0 |
| Guarantee foreign currency hedging (MEUR 100) | 0.0 | 120.2 |
| Guarantee interest rate hedging | 0.0 | 25.0 |
The guarantees are limited to the distributable reserves of the company.
2.2 Significant investments
|
2015 Ownership in % |
2015 capital stock |
2014 Ownership in % |
2014 capital stock | |
|---|---|---|---|---|
| 1 The remaining 24,0% (PY 19,9%) are hold by Geberit Companies. | ||||
| Geberit Holding AG, Rapperswil-Jona | 100 | TCHF 39 350 | 100 | TCHF 39 350 |
| Geberit Finance Ltd., Jersey1 | 76 | TEUR 382 | 80 | TEUR 461 |
| Geberit Reinsurance Ltd., Guernsey | 100 | TEUR 2 | 100 | TEUR 2 |
The investments are stated separately at the respective acquisition costs, less any adjustments required. The indirect investments are shown in the Notes to the Consolidated Financial Statements in the Note 33.
2.3 Share capital
The share capital of Geberit AG consists of 37,798,427 ordinary shares with a par value of CHF 0.10 each.
| 2015 | 2014 | |
|---|---|---|
| Number of shares issued | pcs. | pcs. |
| January 1 | 37,798,427 | 37,798,427 |
| December 31 | 37,798,427 | 37,798,427 |
2.4 Capital contribution reserves
From the total of MCHF 25.7 shown as at 31.12.2015 the amount of MCHF 4.2 was confirmed by the Swiss tax authorities and is therefore available for withholding tax free distribution.
2.5 Treasury shares
Treasury shares held by Geberit AG or by companies in which Geberit AG holds a majority interest:
| Number of registered shares | High | Average | Low | |
|---|---|---|---|---|
| in CHF | in CHF | in CHF | ||
| Balance at December 31, 2014 | 302,060 | |||
| Purchases, share buyback program 2014 | 511,600 | 370.92 | 327.67 | 293.64 |
| Other Purchases | 150,000 | 368.51 | 348.68 | 316.24 |
| Sales | -85,780 | 370.00 | 349.80 | 292.30 |
| Balance at December 31, 2015 | 877,880 | |||
| Number of treasury shares held by Geberit AG | 634,600 |
The Board of Directors of Geberit AG decided in March 2014 to initiate a share buyback program. Over a period of two years, shares amounting to a total of a maximum of 5% of the share capital recorded in the Commercial Register will be repurchased and retired by means of a capital reduction. As at December 31, 2015, 634’600 shares were bought back. The program was terminated as of February 29, 2016. In total 757’000 shares (2% of shares outstanding) have been bought back under the program. The Board of Directors will propose to the General Meeting to cancel the shares.
The legal reserves for treasury shares were recorded at cost.
2.6 Bonds
Geberit has the following Bonds outstanding:
- a bond of MCHF 150 with a term of four years and a coupon of 0.05%
- a bond of MCHF 150 with a term of eight years and a coupon of 0.3%.
2.7 Shareholdings of members of the board of directors and of the group executive board
As of the end of 2015 and 2014, members of the Board of Directors held the following shares in the company:
| A. Baehny Chairman |
R. Spoerry Vice Chairman |
F. Ehrat | T. Hübner | H. Reuter | J. Tang-Jensen | Total | |
|---|---|---|---|---|---|---|---|
| 2015 | |||||||
| Shareholdings Board of Directors | |||||||
| Shares | 46,969 | 8,479 | 1,251 | 10 | 7,004 | 1,715 | 65,428 |
| Options | 63,688 | 0 | 0 | 0 | 0 | 0 | 63,688 |
| Share of voting rights | 0.12% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.17% |
| A. Baehny Chairman |
R. Spoerry Vice Chairman |
F. Ehrat | H. Reuter | J. Tang-Jensen | Total | |
|---|---|---|---|---|---|---|
| 2014 | ||||||
| Shareholdings Board of Directors | ||||||
| Shares | see Group Executive Board | 7,606 | 706 | 6,336 | 1,284 | 15,932 |
| Share of voting rights | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | |
As of December 31, 2015, there were no outstanding loans or credits between the company and members of the Board of Directors
As of the end of 2015 and 2014, the Group Executive Board held the following shares in the company:
| Maturity | Average exercise price in CHF | C. Buhl CEO |
R. Iff CFO |
M. Reinhard | E. Renfordt- Sasse |
K. Spachmann | R. van Triest | Total | |
|---|---|---|---|---|---|---|---|---|---|
| 1 Purchase ratio 1 share for 1 option | |||||||||
| 2015 | |||||||||
| Shareholdings Group Executive Board | |||||||||
| Shares | 3,480 | 31,300 | 2,000 | 1,665 | 7,462 | 0 | 45,907 | ||
| Percentage voting rights shares | 0.12% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.0% | 0.12% | ||
| Call options1 | |||||||||
| End of blocking period: | |||||||||
| Lapsed | 2016-2018 | 194.50 | 0 | 0 | 0 | 1,208 | 0 | 0 | 1,208 |
| 2016 | 2017-2019 | 205.50 | 525 | 1,417 | 1,542 | 583 | 1,330 | 0 | 5,397 |
| 2017 | 2018 | 231.20 | 2,008 | 4,676 | 4,844 | 1,244 | 5,620 | 0 | 18,392 |
| 2015-2018 | 2021 | 281.00 | 2,172 | 10,419 | 10,559 | 1,872 | 9,592 | 0 | 34,614 |
| 2016-2019 | 2022 | 349.15 | 13,696 | 10,029 | 10,474 | 5,860 | 9,040 | 0 | 49,099 |
| Total options | 18,401 | 26,541 | 27,419 | 10,767 | 25,582 | 0 | 108,710 | ||
| Percentage potential share of voting rights options |
< 0,1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.0% | 0.29% | ||
| Maturity | Average exercise price in CHF | A. Baehny CEO |
R. Iff CFO |
M. Reinhard | K. Spachmann | Total | |
|---|---|---|---|---|---|---|---|
| 1 Purchase ratio 1 share for 1 option | |||||||
| 2014 | |||||||
| Shareholdings Group Executive Board | |||||||
| Shares | 46,969 | 31,280 | 2,000 | 5,000 | 85,249 | ||
| Percentage voting rights shares | 0.12% | < 0.1% | < 0.1% | < 0.1% | 0.23% | ||
| Call options1 | |||||||
| End of blocking period: | |||||||
| Lapsed | 2015-2017 | 207.40 | 0 | 0 | 0 | 1,038 | 1,038 |
| 2015 | 2016-2018 | 228.00 | 1,792 | 957 | 1,017 | 483 | 4,249 |
| 2016 | 2017 | 205.50 | 6,665 | 1,417 | 1,542 | 1,330 | 10,954 |
| 2014-2017 | 2020 | 231.20 | 24,471 | 7,014 | 7,016 | 5,620 | 44,121 |
| 2015-2018 | 2021 | 281.95 | 30,760 | 10,810 | 10,559 | 9,592 | 61,721 |
| Total options | 63,688 | 20,198 | 20,134 | 18,063 | 122,083 | ||
| Percentage potential share of voting rights options | 0.17% | < 0.1% | < 0.1% | < 0.1% | 0.32% | ||
As of December 31, 2015, there were no outstanding loans or credits between the company and members of the Group Executive Board
2.8 Significant shareholders
According to the information available to the Board of Directors, the following shareholders have attained or exceeded the threshold of 3% of the share capital of Geberit AG:
| 31.12.2015 | 31.12.2014 | |
|---|---|---|
| Black Rock, New York | 5.11% | 9.72% |
| Capital Group Companies, Inc., Los Angeles | 4.94% | 3.23% |
| MFS Investment Management, Boston | < 3.00% | 3.03% |
2.9 Employees
In Geberit AG no employees are employed.