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Capital Structure
Amount in euro December 31, 2011 December 31, 2010 December 31, 2009
Number of ordinary shares with par
7,264,378 7,264,378 6,557,552
value of EUR 0.20
Share capital 1,452,875.60 1,452,875.60 1,311,510.40
Number of authorized shares with par
850,000 850,000 850,000
value of EUR 0.20 (up to)
Authorized share capital (up to) 170,000.00 170,000.00 170,000.00
Number of conditional shares with par
526,005 526,005 572,436
value of EUR 0.20 (up to)
Conditional share capital (up to) 105,201.00 105,201.00 114,487.20
As of December 31, 2011, Newron’s outstanding share capital was EUR 1,452,875.60, consisting
of 7,264,378 ordinary shares with a nominal value of EUR 0.20 each. All shares are fully paid-in.
As per the same date, Newron in addition had an authorized share capital of EUR 170,000,
represented by 850,000 shares with a nominal value of EUR 0.20 per share.
These 850,000 shares related to the purchase of 100% of the shares of Hunter-Fleming Ltd.
Under the agreement, milestone payments of no more than EUR 17m in new Newron shares
could become due to former Hunter-Fleming Ltd. shareholders. The milestones are strictly
linked to development and commercialization success mostly of HF0220, the lead compound.
So far, none of the milestones have been achieved. Should any milestones be achieved prior
to year-end 2012 (with a potential extension to year-end 2013), the amount due in EUR will be
split by the market price of the Company’s shares at the time, but no less than CHF 34.40,
and the resulting number of shares transferred to the former shareholders of Hunter-Fleming.
The authorized capital is valid for a period of five years from the date of the creation by
the Company’s shareholders’ meeting on April 24, 2008.
As per December 31, 2011, Newron had a conditional (pre-authorized) capital of EUR
105,201.00, represented by 526,005 shares with a nominal value of EUR 0.20 per share.
Of these, 526,005 shares related to the purpose of implementing stock-based incentive
compensation plans for employees and directors of the Company and subsidiaries. As for
the term of validity and the terms and conditions of the issuance of these equity securities,
please see “Stock-based remuneration”, page 19.
Changes in capital
On April 24, 2008, the extraordinary shareholders’ meeting resolved, among other things, to
a) increase the Company’s share capital up to a maximum amount of EUR 80,000.00, corresponding
to a maximum amount of 400,000 of Newron’s ordinary shares, with par value of
EUR 0.20 per share, which may be issued and allotted in one or more instalments in exchange
for shares in Hunter-Fleming Ltd., to the exclusion, as permitted under Italian Civil Code
Article 2441, Paragraph 4, of any pre-emptive right by the Company’s current shareholders
to subscribe to the share capital increase. Of this capital increase, only 185,742 shares were
required and used in the closing of the acquisition of the totality of the share capital of
Hunter-Fleming Ltd. By July 31, 2008, the shares not subscribed turned null and void.
b) increase the Company’s share capital up to a maximum amount of EUR 3,000.00, corresponding
to a maximum amount of 15,000 of Newron’s ordinary shares, with par value of
EUR 0.20 per share, which could be issued and allotted in one or more instalments, to the
exclusion, as permitted under Italian Civil Code Article 2441, Paragraph 8, of any pre -emptive
16 Newron Annual Report 2011