20-F: WISeKey Details Securities Registered Under Exchange Act in 20-F Filing

WISeKey's 20-F filing details the company's registered securities, including American Depositary Shares (ADSs) and Class B Shares, as of December 31, 2023, and outlines shareholder rights and corporate governance practices.

Summary

• WISeKey International Holding AG's 20-F filing details securities registered under Section 12 of the Exchange Act as of December 31, 2023.
• The registered securities include American Depositary Shares (ADSs) and Class B Shares.
• Each ADS represents one-half of one Class B Share.
• Class B Shares are listed in Switzerland on the SIX Swiss Exchange Ltd (SIX).
• The document describes the rights of holders of Class B Shares and ADSs, noting that ADS holders are not treated as holders of Class B Shares.
• Class A Shares, with a par value of CHF 0.25 each, are also issued but not registered under Section 12(b) of the Exchange Act.
• Shareholders have pre-emptive rights to subscribe for new share issuances, which may be limited or withdrawn under certain circumstances.
• As of December 31, 2023, there were 3,076,150 Class B Shares issued, with 2,954,097 outstanding.
• The company estimates that 75,344 Class B Shares are held by affiliates or subject to resale restrictions in the U.S.
• Each Class B Share carries one vote at a general meeting of shareholders.
• The document outlines voting requirements for shareholder resolutions and elections, including those requiring a majority of the par value of shares present.
• WISeKey has never declared or paid cash dividends and does not intend to in the foreseeable future.
• A special dividend in kind of 20% of SEALSQ Corp's outstanding Ordinary Shares was distributed to WISeKey shareholders on May 23, 2023.
• The document details the process for transfer of shares, inspection of books and records, and special investigations.
• It also describes the company's capital band, ranging from CHF 8,005,059 to CHF 12,859,414, authorizing the Board to adjust share capital until June 21, 2028.
• The conditional share capital amounts to CHF 3,750,000, corresponding to 1,500,000 new Class B Shares.
• The document outlines change of control provisions, including compulsory acquisitions and appraisal rights under the Swiss Merger Act.
• It also details notification and disclosure requirements for substantial share interests under the Financial Market Infrastructure Act.
• The document compares shareholder rights under Delaware Corporate Law and Swiss Corporate Law.
• The Bank of New York Mellon acts as the depositary for WISeKey's ADSs.
• The depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on Class B Shares or other deposited securities, after deducting its fees and expenses.
• ADS holders may instruct the depositary to vote the number of deposited Class B Shares their ADSs represent.
• The deposit agreement includes limitations on obligations and liability for both WISeKey and the depositary.
• ADS holders have the right to cancel their ADSs and withdraw the underlying Class B Shares at any time except under certain limited circumstances.

Sentiment

Score: 7

Explanation: The document is primarily factual and descriptive, outlining the company's registered securities, shareholder rights, and corporate governance practices. The sentiment is neutral to slightly positive, as it provides transparency and clarity regarding the company's structure and operations.

Positives

• The document provides a comprehensive overview of shareholder rights and corporate governance practices.
• The company has a capital band in place, providing flexibility for future capital adjustments.
• The company distributed a special dividend in kind of 20% of SEALSQ Corp's outstanding Ordinary Shares to WISeKey shareholders on May 23, 2023.

Negatives

• WISeKey has never declared or paid cash dividends and does not intend to in the foreseeable future.
• The company estimates that 75,344 Class B Shares are held by affiliates or subject to resale restrictions in the U.S.

Risks

• US holders of shares, or US holders of ADSs, may not be able to exercise the pre-emptive rights attached to the shares or to the shares underlying their ADSs unless a registration statement under the US Securities Act of 1933, as amended (the Securities Act), is effective with respect to such rights and the related shares, or an exemption from this registration requirement is available.
• If pre-emptive rights could not be exercised by an ADS holder, the depositary would, if possible, sell the holders pre-emptive rights and distribute the net proceeds of the sale to the holder.
• If the Depositary determines, in its discretion, that the rights could not be sold, the Depositary might allow such rights to lapse.
• U.S. securities laws may restrict transfers and cancellation of the ADSs represented by Class B Shares purchased upon exercise of rights.
• The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
• We have no obligation to register ADSs, shares, rights or other securities under the Securities Act.
• We also have no obligation to take any other action to permit the distribution of ADSs, Class B Shares, rights or anything else to ADS holders.
• This means that you may not receive the distributions we make on our Class B Shares or any value for them if it is illegal or impractical for us to make them available to you.

Future Outlook

WISeKey intends to reinvest any earnings in developing and expanding its business.

Industry Context

The announcement reflects standard corporate governance and compliance practices for publicly listed companies, particularly those with international operations and cross-listings.

Comparison to Industry Standards

• The document outlines standard corporate governance practices, such as those found in companies like Infineon Technologies (Germany) and STMicroelectronics (Switzerland/France), which also operate under both local and international regulations.
• The details regarding share structure, voting rights, and related party transactions are typical disclosures for companies listed on major stock exchanges like NASDAQ and SIX.
• The discussion of pre-emptive rights and limitations on non-Swiss residents owning shares is consistent with regulations seen in other Swiss-incorporated companies, such as ABB or Novartis.

Corporate Governance

Stakeholder Impact

• Shareholders are provided with detailed information regarding their rights and voting procedures.
• ADS holders are informed about the processes for receiving distributions and exercising voting rights.
• Creditors are notified of capital reduction resolutions and their right to request satisfaction or security for their claims.

Next Steps

• ADS holders may instruct the depositary to vote the number of deposited Class B Shares their ADSs represent.
• The depositary will provide notice to ADS holders of shareholders' meetings and arrange to deliver our voting materials to them if we ask it to.

Key Dates

Keywords

American Depositary Shares, Class B Shares, Shareholder Rights, Corporate Governance, WISeKey, ADSs, Shares, Capital