Capital structure
2 Capital structure
Capital
The share capital of BKW amounts to CHF 132 million, divided into 52,800,000 fully paid up registered shares with a par value of CHF 2.50 each. The shares are listed on the SIX Swiss Exchange and the BX Berne eXchange. There is no capital of either an authorised or conditional nature. The Company has issued neither participation certificates nor dividend-right certificates.
Changes in capital
Changes in equity over the past three financial years
| CHF thousands | 2009 | 2008 | 2007 |
|---|---|---|---|
| 1 CHF 2.70 per share at a par value of CHF 2.50 | |||
| 2 CHF 2.30 per share at a par value of CHF 2.50 | |||
| 3
CHF 2.50 per share at a par value of CHF 2.50 (subject to approval by the General Shareholders’ Meeting) | |||
| Unappropriated retained earnings | 356,686 | 188,543 | 287,693 |
| Appropriation of retained earnings: | |||
| › Dividend distribution | 132,0003 | 121,4002 | 142,5601 |
| › Allocation to free reserves | – | – | 50,000 |
| › Balance carried forward | 224,686 | 67,103 | 95,133 |
Single-company accounts of BKW were prepared in accordance with the accounting provisions of the Swiss Code of Obligations.
Composition of equity on the balance sheet date
| CHF thousands | 31.12.2009 | 31.12.2008 | 31.12.2007 |
|---|---|---|---|
| Share capital | 132,000 | 132,000 | 132,000 |
| General legal reserves | 72,560 | 72,560 | 72,560 |
| Reserves for treasury shares | 83,201 | 96,224 | 109,141 |
| Free reserves | 569,699 | 556,676 | 493,759 |
| Unappropriated retained earnings | 356,686 | 188,543 | 287,693 |
| Total | 1,214,146 | 1,046,003 | 1,095,153 |
Shares
All 52,800,000 registered shares in BKW with a par value of CHF 2.50 each are fully paid up. All shares have equal voting rights. Every share represented at the General Shareholders' Meeting is entitled to one vote. While the Company does not print or issue certificates in respect of the registered shares, shareholders may request a share certificate free of charge.
Restrictions on transferability and nominee registration
Registered BKW shares can be transferred only by assignment or according to the provisions of the Federal Law on the Custody and Transfer of Securities Held with an Intermediary. Notification of assignment must be given to BKW. The Company may refuse to register an acquirer of shares in the shareholders' register for the following reasons:
- If, through the acquisition, a natural person or legal entity or a partnership directly or indirectly holds more than 5 percent of the entire share capital. The same restriction applies to cor- porate bodies, partnerships or groups of persons who are interrelated or otherwise linked and act in concert to acquire shares.
- If the acquirer has not expressly declared that the shares were acquired in his own name and on his own account.
These limitations on transferability were introduced following the decision of the General Shareholders' Meeting on 21 June 2002, and apply to all shares acquired after this date.
No nominees are registered.
Convertible bonds and options
The Company has no outstanding convertible bonds and has issued no options.