Schwende. Today we inform you about some news concerning participation certificates (PS [compare preference shares]) of Aimondo AG acquired from TTIP Ltd – our founding shareholder.
Aimondo (AG) had divided part of its share capital into registered shares and another part into bearer shares. Some Family & Friends members and newly acquired interested parties own bearer shares (PS) in the form of participation certificates. These correspond most closely to German preference shares. Aimondo AG has been advised by the Swiss Federal Commercial Registry Office (EHRA) of changes in the law that are to be implemented as of 1 May 2021. Because these changes affect all Aktiengesellschaften (PLCs) with bearer shares – i.e. also the participation certificates of Aimondo AG – we would like to briefly inform you about this.
This change in the law is a first partial revision of the company law, which essentially affects the whole of the European Union. Accordingly, the new issue of bearer shares is no longer permissible unless the equity securities of the AG are listed on a stock exchange. This is not yet the case with Aimondo.
According to the transitional regulation in Switzerland, existing AG’s have to change their articles of association and convert bearer shares into registered shares. Aimondo had not yet included this change in its articles of association and a corresponding resolution was passed on 22.06.2021 in an extraordinary general meeting of shareholders with voting rights. This can be read in the “Family & Friends” section. The bearer shares were changed by law into registered shares as of 1 May this year. The European regulations are well described and summarised on the website https://wirtschaftsrecht-news.de/2020/03/know-your-shareholder-das-ende-der-inhaberaktien/.
The law also provides for a procedure to identify shareholders. In Switzerland, the procedure ends with the shares of non-registered shareholders becoming null and void on 1 November 2024.
This means for Aimondo AG participation certificates:
Another important point is the share register, in which every shareholder must be listed, with personal details, home address and a note of which shares are held. The company may only directly enter in the share register those shareholders who have complied with this notification obligation prior to the conversion of the currently existing bearer shares into registered shares.
In addition to the legally required change in the Articles of Association, it is intended to commission an external company, which is authorised by SWIFT and works directly with Clearstream (Deutsche Börse) in a daily bilateral exchange, to maintain the share register.
With these steps and the connection to an official share register, the Shareholder Rights Directives launched by the European Commission are implemented. The EU Committee of Permanent Representatives (Coreper) agreed to an agreement between the EU Presidency and representatives of the European Parliament. This new directive contains specific requirements to encourage shareholders to participate for the long term and to increase transparency.
These requirements concern:
– the remuneration of directors,
– the identification of shareholders,
– the facilitation of the exercise of shareholders’ rights,
– the disclosure of information,
– transparency with regard to institutional investors, asset managers and proxy advisors; and
– related party transactions.
Aimondo AG’s participation certificates were previously issued under the symbol
– Aimondo PS I and the ISIN CH0457495734. The new symbol is
– Aimondo PS N, the new ISIN number is CH1120274829.
On the cash.ch site and entering the search term Aimondo AG, this is shown quite clearly. The prices of the PS I securities that are now to be replaced will no longer be updated; they will change to the prices of the PS N securities. Not all banks have taken this step yet. It is therefore possible that a 0 value will be displayed for a transitional period. It is also possible to force the posting to be corrected by informing the custodian bank about the new allocation of the ISIN – it is up to them to decide to what extent they take up the information of their own accord. Presumably they will wait until the change in the articles of association is published and a corresponding information is issued, e.g. via Clearstream.Back to News