public limited company (PLC)
A corporation under Swiss law (OR) in which the share capital is divided into shares. Shareholders are not personally liable, but only liable for their investment.
registered shares
Shares that are registered in the name of the shareholder and must be entered in the company's share register. They enable the company to maintain transparency regarding its ownership structure.
voting shares
Shares that grant the holder voting rights at the general meeting. These voting rights are used to make strategic and organizational decisions for the company.
Participation certificates (PS)
Non-voting equity securities pursuant to Art. 656a ff. OR.
They grant their holder:
- Entitlement to dividends,
- Entitlement to a share in the liquidation proceeds,
- subscription rights in the event of capital increases, if applicable,
without voting or participation rights in the general meeting.
CONCLUSION: Participation certificates are economically equivalent to shares, but without any influence on corporate management.
participation capital
The capital contributed through participation certificates. It is reported in the company's equity, separately from share capital.
General Meeting (GM)
The highest body of the stock corporation.
Only holders of voting shares are entitled to vote.
Holders of participation certificates are excluded from the AGM, except in special cases defined by law.
dividend
Distribution of profits by the company to shareholders and holders of participation certificates. Participation certificates generally carry the same dividend rights as shares, unless otherwise specified in the articles of association.
liquidation proceeds
The proceeds distributed to investors upon dissolution of the company after all liabilities have been settled. Participation certificate holders receive a proportionate share.
subscription right
The right to subscribe for new shares or participation certificates in proportion to the previous shareholding in the event of a capital increase, in order to avoid dilution of the economic interest.
dilution
Reduction in the percentage share of a company's capital or profits through the issue of new equity securities.
In the case of participation certificates, dilution only affects economic positions, not voting rights.
dilution of voting rights
Decrease in the relative voting power of a shareholder due to the issuance of new voting shares.
Excluded for participation certificates, as they do not carry voting rights.
Corporate governance
All structures, rules, and processes for managing and controlling a company.
Participation certificates allow a clear distinction between:
- Equity investment (investors),
- Leadership and strategy (Board of Directors & Management).
Board of Directors (BoD)
The highest management and supervisory body of the AG. The BoD is elected exclusively by the voting shareholders.
seed investment
Early-stage investment in a company to finance product development, market entry, or scaling. Participation certificates are particularly well suited for seed and growth financing without relinquishing control.
exit
Sale of the investment, e.g. through:
- sale of a company,
- Fusion,
- initial public offering,
- Repurchase by the company.
Holders of participation certificates participate in the exit on an economic basis equivalent to shareholders (in accordance with the articles of association).
articles of association
The legal basis of the stock corporation. They regulate, among other things:
- Rights and obligations of shareholders and PS holders,
- dividend entitlements,
- subscription rights,
- Ranking in the event of liquidation.
Brief summary
Combining participation certificates:
- economic participation such as shares
- with entrepreneurial freedom of decision-making
CONCLUSION: A legally sound instrument established in Switzerland that finances growth without compromising the agility and leadership of 1000FTAD AG.
