32. Information on share capital

Number of registered shares December 31

2015

2014

Total outstanding shares

605,570,586

325,867,037

 

 

 

Treasury shares

 

 

Reserved for call options

1,092,175

1,159,468

Unreserved

246,319

59,871

Total treasury shares

1,338,494

1,219,339

 

 

 

Total issued shares

606,909,080

327,086,376

 

 

 

Shares out of conditional share capital

 

 

Reserved for convertible bonds

1,422,350

1,422,350

Total shares out of conditional share capital

1,422,350

1,422,350

 

 

 

Total shares

608,331,430

328,508,726

Share capital

The par value per share is CHF 2. The share capital amounts to nominal CHF 1,214 million (2014: 654 million) and the treasury shares amount to CHF 86 million (2014: CHF 82 million).

The resolutions submitted to the Holcim shareholders and approved by them at the extraordinary general meeting held on May 8, 2015 all became effective with the successful closing of the public exchange offer, the related registration of the amended Articles of Association of Holcim and of the relevant share capital increase with the commercial register of St. Gallen, Switzerland, on July 10, 2015. This included the resolutions on the share capital increase required for the exchange offer, the change of the corporate name of Holcim Ltd to LafargeHolcim Ltd, the post-closing exceptional scrip dividend, and the appointment of new members of the Board of Directors. Those events were pre-conditions of the merger which therefore also became effective on July 10, 2015. A further authorized share capital of up to 132,118,700 new LafargeHolcim Ltd shares was also approved for the purpose of financing or re-financing any acquisition of shares in Lafarge S.A., including the settlement of the re-opened exchange offer and the squeeze-out.

Consequently, 227,007,605 new LafargeHolcim Ltd shares, as determined by the Holcim Board of Directors, were issued with a par value of CHF 2 in exchange for 252,230,673 Lafarge S.A. shares tendered to the public exchange offer, which resulted in a share capital increase of CHF 454 million. The re-opened exchange offer resulted in the acquisition of 25,901,191 additional Lafarge S.A. shares for which 23,311,071 LafargeHolcim Ltd shares were issued, corresponding to an additional capital increase of CHF 47 million. Overall, 250,318,676 LafargeHolcim Ltd shares were issued for the acquisition of 278,131,864 Lafarge S.A. shares, which resulted in a capital increase of CHF 501 million.

Scrip dividend

An authorized share capital of up to 29,566,188 new LafargeHolcim Ltd shares was approved for the scrip dividend (in the ratio of one new LafargeHolcim Ltd share for twenty existing LafargeHolcim Ltd shares). On September 10, 2015, a post-closing exceptional scrip dividend was distributed to all LafargeHolcim Ltd shareholders after the closing of the re-opened exchange offer. The total number of LafargeHolcim Ltd shares issued was 28,870,252, representing 5 percent of the LafargeHolcim Ltd share capital and voting rights as of September 3, 2015. The scrip dividend had no effect on the total amount of the equity attributable to the LafargeHolcim Ltd shareholders, but had an impact on the earnings per share.

The scrip dividend has been reflected in the basic and diluted earnings per share as disclosed in note 14.

Squeeze-out

In the context of the squeeze-out procedure described in note 4, a total of 633,776 LafargeHolcim Ltd shares with a par value of CHF 2 each were issued, which resulted in a capital increase of CHF 1 million.