Notes to the Financial Statements
1. Standards
2. Other statutory disclosures
2.1 Guarantees, assets pledged in favor of third parties
| 31.12.2019 | 31.12.2018 | |
| MCHF | MCHF | |
| Guarantee notes, MEUR 325 (PY: MEUR 325), 0.688%, due 30.03.2021 | 352.5 | 365.8 |
| Guarantee Revolving Facility, due 06.11.2022 | 500.0 | 500.0 |
| Guarantee GRI Pensions | 0.1 | 0.1 |
The guarantees are limited to the distributable reserves of the company.
2.2 Significant investments
| 2019 | 2019 | 2018 | 2018 | |
| Ownership in % | Capital stock | Ownership in % | Capital stock | |
| Geberit Holding AG, Rapperswil-Jona | 100 | TCHF 39 350 | 100 | TCHF 39 350 |
| 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 37,041,427 ordinary shares with a par value of CHF 0.10 each.
| 2019 | 2018 | |
| Number of shares issued | pcs. | pcs. |
| January 1 | 37,041,427 | 37,041,427 |
| December 31 | 37,041,427 | 37,041,427 |
2.4 Capital contribution reserves
From the total of MCHF 25.7 shown as at 31.12.2019 only the amount of MCHF 4.2 was confirmed by the Swiss tax authorities and is therefore available for withholding tax free distribution. For the difference of MCHF 21.5 the application was rejected. The Board of Directors therefore proposes the General Meeting to reclassify MCHF 21.5 from legal reserves to free reserves (see 3. Profit distribution).
2.5 Treasury shares
Treasury shares held by Geberit AG or by companies in which Geberit AG holds a majority interest:
| Prices per share | ||||
| Number of registered shares |
High | Average | Low | |
| in CHF | in CHF | in CHF | ||
| Balance at December 31, 2018 | 999,182 | |||
| Purchases share buyback program 2017 - 2020 | 113,750 | 463.00 | 414.53 | 361.39 |
| Other Purchases | 51,507 | 459.24 | 420.95 | 385.00 |
| Sales | -130,316 | 550.00 | 453.37 | 384.10 |
| Balance at December 31, 2019 | 1,034,123 | |||
| Number of treasury shares held by Geberit AG | 764,551 | |||
The Board of Directors of Geberit AG decided in March 2017 to initiate a share buyback program. Over a maximum period of three years, shares for a total amount of maximum CHF 450 million will be repurchased, less withholding tax. As at December 31, 2019, in total 764’551 shares for a total amount of MCHF 323.3 were repurchased under the program.
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 eight years and a
coupon of 0.3%, due 17.04.2023
- a bond of MCHF 125 with a term of five and a half years and a
coupon of 0.1%, due 17.10.2024
- a bond of MCHF 125 with a term of nine and a half years and a
coupon of 0.6%, due 17.10.2028
2.7 Shareholdings of members of the board of directors and of the group executive board
As of the end of 2019 and 2018, members of the Board of Directors held the following shares in the company:
| A. Baehny Chairman |
H. Reuter Vice Chairman |
F. Ehrat | B. Koch | E. Zehnder-Lai | Total | |
| 2019 | ||||||
| Shareholdings Board of Directors | ||||||
| Shares | 71,415 | 9,030 | 3,348 | 10 | 877 | 84,680 |
| Call-Options | 41,864 | 0 | 0 | 0 | 0 | 41,864 |
| Share of voting rights | 0.19% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.23% |
| A. Baehny Chairman |
H. Reuter Vice Chairman |
F. Ehrat | T. Hübner | J. Tang-Jensen | E. Zehnder-Lai | Total | |
| 2018 | |||||||
| Shareholdings Board of Directors | |||||||
| Shares | 70,778 | 9,023 | 2,798 | 1,343 | 2,920 | 363 | 87,225 |
| Call-Options | 41,864 | 0 | 0 | 0 | 0 | 0 | 41,864 |
| Share of voting rights | 0.19% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.24% |
As of December 31, 2019, there were no outstanding loans or credits between the company and members of the Board of Directors
As of the end of 2019 and 2018, the Group Executive Board held the following shares in the company:
| Maturity | Average exercise price in CHF |
C. Buhl CEO |
R. Iff CFO |
M.Bau- müller |
E. Renfordt- Sasse |
K. Spach- mann |
R. van Triest |
M. Ziegler | Total | |
| 2019 | ||||||||||
| Shareholdings Group Executive Board | ||||||||||
| Shares | 12,772 | 28,316 | 3,408 | 646 | 12,000 | 400 | 2,908 | 60,450 | ||
| Percentage voting rights shares | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.16% | ||
| Call options1 | ||||||||||
| End of vesting period: | ||||||||||
| Lapsed | 2021-2026 | 382.28 | 8,041 | 695 | 3,228 | 10,240 | 119 | 1,431 | 2,316 | 26,070 |
| 2020 | 2023-2027 | 409.97 | 13,351 | 7,608 | 1,983 | 3,664 | 6,751 | 4,627 | 921 | 38,905 |
| 2021 | 2024-2028 | 409.16 | 19,945 | 10,746 | 3,462 | 5,161 | 9,684 | 6,653 | 2,548 | 58,199 |
| 2022 | 2025-2028 | 424.97 | 47,421 | 22,641 | 11,294 | 10,714 | 19,765 | 14,498 | 11,377 | 137,710 |
| 2023 | 2028 | 419.48 | 6,871 | 3,266 | 1,527 | 1,594 | 3,011 | 2,036 | 1,696 | 20,001 |
| Total options | 95,629 | 44,956 | 21,494 | 31,373 | 39,330 | 29,245 | 18,858 | 280,885 | ||
| Percentage potential share of voting rights options | 0.26% | 0.12% | < 0.1% | < 0.1% | 0.11% | < 0,1% | < 0,1% | 0.76% | ||
1 Purchase ratio 1 share for 1/1.5 options. The unvested options are subject to a performance-based vesting condition. |
||||||||||
| Maturity | Average exercise price in CHF |
C. Buhl CEO |
R. Iff CFO |
M. Bau- müller |
E. Renfordt- Sasse |
K. Spach- mann |
R. van Triest |
M. Ziegler | Total | |
| 2018 | ||||||||||
| Shareholdings Group Executive Board | ||||||||||
| Shares | 7,404 | 31,564 | 3,078 | 1,546 | 12,500 | 300 | 2,416 | 58,808 | ||
| Percentage voting rights shares | < 0.1% | < 0.1% | < 0,1% | < 0.1% | < 0.1% | < 0.1% | < 0,1% | 0.16% | ||
| Call options1 | ||||||||||
| End of vesting period: | ||||||||||
| Lapsed | 2020-2024 | 332.00 | 13,219 | 8,836 | 3,706 | 6,166 | 807 | 60 | 2,857 | 35,651 |
| 2019 | 2022-2026 | 394.76 | 11,600 | 7,665 | 754 | 4,074 | 6,766 | 2,621 | 980 | 34,460 |
| 2020 | 2023-2027 | 409.97 | 13,351 | 7,608 | 1,983 | 3,664 | 6,751 | 4,627 | 921 | 38,905 |
| 2021 | 2024-2028 | 409.97 | 19,945 | 10,746 | 3,462 | 5,161 | 9,684 | 6,653 | 2,548 | 58,199 |
| 2022 | 2025-2028 | 434.08 | 13,439 | 6,623 | 3,088 | 3,098 | 6,056 | 4,067 | 2,071 | 38,442 |
| 2023 | 2028 | 432.20 | 6,871 | 3,266 | 1,527 | 1,594 | 3,011 | 2,036 | 1,696 | 20,001 |
| Total options | 78,425 | 44,744 | 14,520 | 23,757 | 33,075 | 20,064 | 11,073 | 225,658 | ||
| Percentage potential share of voting rights options | 0.21% | 0.12% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | < 0.1% | 0.61% | ||
1 Purchase ratio 1 share for 1 option. The unvested options are subject to a performance-based vesting condition. |
||||||||||
As of December 31, 2019, 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:
| 31.12.2019 | 31.12.2018 | |
| Black Rock, New York (notification dated: 09.08.2019) | 5.21% | 4.98% |
| Marathon Asset Management, London (notification dated: 02.02.2019) | < 3.00% | 3.02% |
2.9 Employees
In Geberit AG no employees are employed.
