The shareholders present or represented at the extraordinary Shareholders’ Meeting supported the proposal of the Board of Directors to create authorised share capital with a nominal value of up to CHF 130,000 under exclusion of the subscription rights for existing shareholders. Within the scope of the public tender offer, these additional maximum 1.3 million shares (up to 15 percent of the shares currently issued) can be offered to the shareholders of Nationale Suisse for exchange. This share component is a key element of the transaction, as it enables Nationale Suisse shareholders to participate in the future value potential of the joint company.
Subject to the execution of the public tender offer, the Shareholders’ Meeting elected the following members of the Board of Directors of Nationale Suisse to the Board of Directors of Helvetia Holding AG: Hans Künzle (CEO Nationale Suisse), Andreas von Planta (Chairman of the Board of Directors of Nationale Suisse) as well as Balz Hösly, Peter A. Kaemmerer and Gabriela Maria Payer. Representatives from both companies will thus work together in the Board of Directors of the extended Helvetia Group and direct the successful development of the new company. With the exception of Hans Künzle, who will take on his position on 1 January 2015, the new members will join the Board of Directors at closing of the transaction.
Paola Ghillani will step down as of 31 December 2014 from the Board of Directors of Helvetia Holding AG for the benefit of the new structure. Erich Walser, Chairman of the Board of Directors, honored her role: “Paola Ghillani significantly enriched discussions in the Board of Directors with her contributions over the last few years, and I offer her my sincere thanks for this.”
According to the articles of association, which have already been adapted to the Ordinance against Excessive Remuneration in Listed Joint-Stock Companies (ERCO), the fixed remuneration of the newly elected members of the Board of Directors was also approved by the Shareholders’ Meeting.
Offer period to end on 19 September 2014
On 8 August 2014, Helvetia submitted a public tender offer to the Nationale Suisse shareholders amounting to CHF 52 in cash and 0.0680 Helvetia shares for each tendered Nationale Suisse share. For the shareholders of Nationale Suisse, the offer period started on 25 August 2014 and will end at 4 p.m. on 19 September 2014. Provided that at least 66.67 percent of all issued Nationale Suisse shares, including the shares already held, have been tendered
to Helvetia by the end of the offer period, the offer will be declared successful. From today's perspective, the offer is well on track and Helvetia expects the execution of the transaction as planned on 20 October 2014, provided that the further conditions as stated in the offer prospectus are fulfilled.
This media release is also available on the home page www.helvetia.com/media