Notes to the Financial Statements
1. Standards
2. Other statutory disclosures
2.1 Guarantees, assets pledged in favor of third parties
| 31.12.2016 | 31.12.2015 | |
|---|---|---|
| MCHF | MCHF | |
| Guarantee notes, MEUR 500, 0.688%, due 30.03.2021 | 536.8 | 540.9 |
| Guarantee Term Loan Facility, MEUR 120 (PY: MEUR 275), due 10.02.2018 | 128.8 | 297.5 |
| Guarantee Revolving Facility, due 19.11.2019 | 300.0 | 300.0 |
| Guraantee GRI Pensions | 0.1 | 0.1 |
The guarantees are limited to the distributable reserves of the company.
2.2 Significant investments
| 2016 Ownership in % |
2016 capital stock |
2015 Ownership in % |
2015 capital stock |
|
|---|---|---|---|---|
| Geberit Holding AG, Rapperswil-Jona | 100 | TCHF 39 350 | 100 | TCHF 39 350 |
| Geberit Finance Ltd., Jersey1 | 0 | 0 | 76 | TEUR 382 |
| Geberit Reinsurance Ltd., Guernsey | 100 | TEUR 2 | 100 | TEUR 2 |
| 1 The remaining 24.0% are hold by Geberit Companies. | ||||
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 37,041,427 ordinary shares with a par value of CHF 0.10 each.
| 2016 | 2015 | |
|---|---|---|
| Number of shares issued | pcs. | pcs. |
| January 1 | 37,798,427 | 37,798,427 |
| Capital reduction as at June 2016 | -757,000 | 0 |
| December 31 | 37,041,427 | 37,798,427 |
2.4 Capital contribution reserves
From the total of MCHF 25.7 shown as at 31.12.2016 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, 2015 | 877,880 | |||
| Purchases share buyback program 2014 | 122,400 | 364.41 | 350.62 | 330.02 |
| Cancellation share buyback program 2014 | -757,000 | |||
| Other Purchases | 100,000 | 429.58 | 390.27 | 354.92 |
| Sales | -103,411 | 433.10 | 374.49 | 305.00 |
| Balance at December 31, 2016 | 239,869 | |||
| Number of treasury shares held by Geberit AG | 0 |
The Board of Directors of Geberit AG decided in March 2014 to initiate a share buyback program. The program was terminated as of February 29, 2016. In total 757’000 shares equal to MCHF 247.8 were repurchased under the program. The General Meeting dated April 6, 2016 approved a capital reduction of the shares repurchased. The 757 000 shares were cancelled in June 2016.
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%, due 17.04.2019
- a bond of MCHF 150 with a term of eight years and a coupon of 0.3%, due 17.04.2023
2.7 Shareholdings of members of the board of directors and of the group executive board
As of the end of 2016 and 2015, members of the Board of Directors held the following shares in the company:
| A. Baehny Chairman |
H. Reuter Vice Chairman |
R. Aalstad | F. Ehrat | T. Hübner | J. Tang-Jensen | Total | |
|---|---|---|---|---|---|---|---|
| 2016 | |||||||
| Shareholdings Board of Directors | |||||||
| Shares | 56,219 | 7,649 | 0 | 1,776 | 404 | 2,131 | 68,179 |
| Options | 49,499 | 0 | 0 | 0 | 0 | 0 | 49,499 |
| Share of voting rights | 0.15% | < 0.1% | 0.0% | < 0.1% | < 0.1% | < 0.1% | 0.18% |
| 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% |
As of December 31, 2016, there were no outstanding loans or credits between the company and members of the Board of Directors
As of the end of 2016 and 2015, the Group Executive Board held the following shares in the company:
| Maturity | Average exercise price in CHF | C. Buhl CEO |
R. Iff CFO |
M. Baumüller | M. Reinhard | E. Renfordt- Sasse |
K. Spachmann | R. van Triest | Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| 2016 | ||||||||||
| Shareholdings Group Executive Board | ||||||||||
| Shares | 4,588 | 31,812 | 1,343 | 2,500 | 2,336 | 8,691 | 40 | 51,310 | ||
| Percentage voting rights shares | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.14% | ||
| Call options1 | ||||||||||
| End of blocking period: | ||||||||||
| Lapsed | 2017-2022 | 242.80 | 1,633 | 0 | 3,046 | 0 | 1,990 | 7,314 | 0 | 13,983 |
| 2017 | 2020-2023 | 306.01 | 5,841 | 9,172 | 995 | 9,308 | 2,789 | 8,013 | 10 | 36,128 |
| 2018 | 2021-2023 | 330.95 | 5,339 | 6,834 | 687 | 7,011 | 2,477 | 6,140 | 10 | 28,498 |
| 2019 | 2022-2026 | 355.45 | 10,896 | 7,227 | 600 | 7,739 | 3,920 | 6,647 | 2,556 | 39,585 |
| 2020 | 2023-2026 | 361.75 | 6,377 | 3,994 | 325 | 4,331 | 2,006 | 3,706 | 2,556 | 23,295 |
| 2021 | 2026 | 361.75 | 6,100 | 3,866 | 277 | 4,206 | 1,909 | 3,628 | 2,546 | 22,532 |
| Total options | 36,186 | 31,093 | 5,930 | 32,595 | 15,091 | 35,448 | 7,678 | 164,021 | ||
| Percentage potential share of voting rights options | < 0,1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0,1% | < 0,1% | 0.44% | ||
| 1 Purchase ratio 1 share for 1 option | ||||||||||
| Maturity | Average exercise price in CHF | C. Buhl CEO |
R. Iff CFO |
M. Reinhard | E. Renfordt- Sasse |
K. Spachmann | R. van Triest | Total | |
|---|---|---|---|---|---|---|---|---|---|
| 2015 | |||||||||
| Shareholdings Group Executive Board | |||||||||
| Shares | 3,480 | 31,300 | 2,000 | 1,665 | 7,462 | 0 | 45,907 | ||
| Percentage voting rights shares | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.0% | 0.12% | ||
| Call options1 | |||||||||
| End of blocking period: | |||||||||
| Lapsed | 2017-2021 | 225.54 | 1,547 | 0 | 375 | 2,298 | 2,103 | 0 | 6,323 |
| 2016 | 2017-2022 | 242.80 | 1,709 | 7,558 | 7,567 | 1,483 | 6,541 | 0 | 24,858 |
| 2017 | 2020-2022 | 287.43 | 5,564 | 9,044 | 9,183 | 2,692 | 7,935 | 0 | 34,418 |
| 2018 | 2021-2022 | 315.55 | 5,062 | 6,706 | 6,886 | 2,380 | 6,062 | 0 | 27,096 |
| 2019 | 2022 | 349.15 | 4,519 | 3,233 | 3,408 | 1,914 | 2,941 | 0 | 16,015 |
| 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% | ||
| 1 Purchase ratio 1 share for 1 option | |||||||||
As of December 31, 2016, 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:
| 31.12.2016 | 31.12.2015 | |
|---|---|---|
| Capital Group Companies, Inc., Los Angeles | 4.94% | 4.94% |
| Black Rock, New York | 4.84% | 5.11% |
2.9 Employees
In Geberit AG no employees are employed.