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Share Capital
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Share Capital

8. Share Capital

The Company had 103.9 million and 90.3 million authorized Common Shares as of December 31, 2019 and 2018, respectively, with a par value of CHF 0.03 per share. Share Capital consisted of the following (in thousands):

 

 

 

 

 

As of December 31,

 

Type of Share Capital

 

Conditional Capital

 

2019

 

 

2018

 

Common shares

 

Registered share capital

 

 

61,037

 

 

 

52,268

 

Common shares

 

Authorized share capital

 

 

19,246

 

 

 

17,577

 

Common shares

 

Conditional share capital - Bonds or similar debt instruments

 

 

4,920

 

 

 

4,920

 

Common shares

 

Conditional share capital - Employee benefit plans

 

 

18,698

 

 

 

15,579

 

 

 

Total

 

 

103,901

 

 

 

90,344

 

 

Included in registered share capital are 1,230,729 shares registered, which are held by the Company and its subsidiaries and are reserved for future issuance for financings.

 

Common Share Issuances

In October 2016, the Company sold 4.4 million common shares through an initial public offering (inclusive of shares sold pursuant to an overallotment option granted to the underwriters in connection with the offering) at a price of $14.00 per share for proceeds of $53.7 million, which were net of equity issuance costs of $8.3 million. Concurrent with the initial public offering, the Company sold 2.5 million common shares to Bayer BV in a private placement, at a price of $14.00 per share, resulting in aggregate net proceeds of $35.0 million.

In January 2018, the Company sold 5.7 million common shares through an underwritten public offering (inclusive of shares sold pursuant to an overallotment option granted to the underwriters in connection with the offering) at a price of $22.75 per share for proceeds of $122.6 million, which were net of equity issuance costs of $8.2 million.

In September 2018, the Company sold 4.2 million common shares through an underwritten public offering at a price of $47.50 per share for proceeds of $184.5 million, which were net of equity issuance costs of $15.5 million.  

In the first quarter of 2019, the Company began to sell securities under an Open Market Sale AgreementSM it entered into with Jefferies LLC (“Jefferies”) in August 2018 (“2018 ATM”), under which the Company was able to offer and sell, from time to time, common shares having aggregate gross proceeds of up to $125.0 million. During year ended December 31, 2019, the Company issued and sold an aggregate of 2.8 million common shares at an average price of $44.38 per share for aggregate proceeds of $120.6 million, which were net of equity issuance costs of $4.4 million.    

In November 2019, the Company sold 4.9 million common shares through an underwritten public offering (inclusive of shares sold pursuant to the exercise of the option to purchase additional shares granted to the underwriters in connection with the offering) at a price of $64.50 per share for proceeds of $294.4 million, which were net of equity issuance costs of $20.7 million.  

In addition, in August 2019, following the termination of the 2018 ATM by its terms, the Company entered into a new Open Market Sale AgreementSM with Jefferies (the “2019 ATM”), under which the Company may offer and sell, from time to time, common shares having aggregate gross proceeds of up to $200.0 million. The Company has not yet issued or sold any securities under the 2019 ATM.

The Common Shares have the following characteristics:

Voting Rights

The holders of Common Shares are entitled to one vote for each Common Share held at all meetings of shareholders.

Dividends

The holders of Common Shares are entitled to receive dividends, if and when resolved upon by the general meeting of shareholders based on a respective proposal by the Board of Directors and provided that the Company disposes of sufficient freely distributable reserves. As of December 31, 2019, no dividends have been declared or paid since the Company’s inception.

Liquidation

The holders of the Common Shares are entitled to share ratably in the Company’s assets available for distribution to shareholders in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or upon the occurrence of a deemed liquidation event.