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SEC Filings

20-F
AC IMMUNE SA filed this Form 20-F on 03/21/2019
Entire Document
 

 

8.Share capital

 

As of December 31, 2018 and 2017, the issued share capital amounted to CHF 1,351,364 and CHF 1,147,104 respectively and comprised of Common Shares of 67,562,333 and 57,355,188, respectively.

 

The table below summarizes the Company’s capital structure:

 

  Common Shares   in CHF thousands
  Number   Share Capital   Share Premium
December 31, 2016 56,773,392   1,135   188,166
Issuance of Shares – Incentive Plans 581,796   12   133
           
December 31, 2017 57,355,188   1,147   188,299
Issuance of Shares – Incentive Plans 207,145   4   537
Issuance of Shares – Public Offering (net of transaction costs) 10,000,000   200   109,313
December 31, 2018 67,562,333   1,351   298,149

 

The Common Shares nominal values of CHF 0.02 per share are fully paid in.

 

Preferred Shares

 

AC Immune had five classes (Class A, B, C, D and E) of Preferred Shares outstanding as of December 31, 2015. These Preferred Shares remained outstanding until the Company completed an IPO in September 2016 and at that time the Preferred Shares were converted to Common Shares on a one-for-one basis. The Preferred Shares were a class of shares that AC Immune SA issued in connection with five separate capital increases and conveyed voting rights and certain other rights to their holders.

 

The holders of Preferred Shares owned 80.1% of the total amount of shares outstanding (assuming conversion of the Preferred Shares into Common Shares on a one-for-one basis) as of December 31, 2015 and the Company’s Board of Directors were predominantly the holders of Preferred Shares. The Preferred Shares had been the primary source of equity financing for the Company for more than 13 years until the Company completed an IPO in September 2016, at which point all Preferred Shares were converted to Common Shares. The Preferred Shares did not have mandatory redemption features; however, the Shareholders’ Agreement provided for conversion of Preferred Shares into Common Shares as a result of an IPO. The redemption of the Preferred Shares was authorized by the Company’s Board of Directors.

 

The voting rights associated with Preferred Shares were the same as for Common Shares. Each Preferred Share entitled the holder to one vote. No dividends were paid on the Preferred Shares and the holders of Preferred Shares were not entitled to any dividends unless dividends are paid on the Common Shares.

 

The Preferred Shares had a liquidation preference wherein, in the event of a change of control or a liquidation of the Company, the holders of Preferred Shares were entitled to receive, prior and in preference to the holders of Common Shares, the amount corresponding to the price paid for each Preferred Share. Thereafter, all holders of Preferred Shares participated with the holders of Common Shares on an as-if-converted basis in any remaining proceeds.

 

On April 15, 2016, AC Immune completed a private placement of Series E preferred shares, each with a nominal value of CHF 0.02 per share (the “Series E Private Placement Extension”). An aggregate 1,401,792 Series E preferred shares were issued at a price of USD 9.64 (CHF 9.42) per preferred share to certain strategic investors, individuals and existing shareholder in the Series E Private Placement Extension for an aggregate subscription amount of approximately USD 13.5 (CHF 13.2) million. The Series E preferred shares had substantially the same terms as the Series A, B, C and D preferred shares and were accounted for as equity on AC Immune’s balance sheet and subsequently converted to Common Shares as a result of the IPO.

 

Initial Public Offering (IPO)

 

 F-18


© AC Immune 2015