Logitech 2005 Annual Report Download - page 15

($2.92 billion). Refer to section 1.2 below for information on Logitech International S.A.’s holdings in the
Company’s shares as of March 31, 2005.
Logitech (Jersey) Ltd., a wholly owned subsidiary of Logitech International S.A., with its registered office
in St. Helier, Jersey, Channel Islands, is the issuer of 1% convertible bonds of CHF 170.0 million, convertible
into registered shares of Logitech International S.A. (refer to section 2.7 below for more information on
Logitech’s outstanding convertible bonds), which mature in June 2006. The convertible bonds are listed on the
SWX Swiss Exchange (Ticker: LOG01; security number: 1236784; ISIN: CH0012367840). As of March 31,
2005, the carrying amount of the convertible bonds was CHF 176.5 million ($147.7 million) and the fair value
based on quoted market value was CHF 209.5 million ($175.4 million).
Logitech International S.A. directly or indirectly owns 100% of all the companies in the Logitech Group,
through which it carries on its business and operations. Principal operating subsidiaries include: Logitech Europe
S.A., Logitech Hong Kong, Ltd., Logitech, Inc., Suzhou Logitech Electronic Co. Ltd. and Logitech Far East, Ltd.
For a list of Logitech subsidiaries, refer to the table on page CG-26. Except for Logitech (Jersey) Ltd., none of
Logitech International S.A.’s subsidiaries has securities listed on a stock exchange.
1.2 Significant Shareholders
To the knowledge of the Company, the beneficial owners holding more than 5% of the voting rights of the
Company as of March 31, 2005 were as follows:
Name
Number of
Shares(2)
% of Voting
Rights(3) Relevant Date(4)
DanielBorel(1) ............................... 3,146,000 6.6% March 31, 2005
Logitech International S.A. ....................... 3,660,547 7.6% March 31, 2005
(1) Mr. Borel has not entered into any shareholders’ agreement. Includes 86,000 registered shares jointly held
with Mr. Borel’s wife, Sylviane Borel. Also, includes 60,000 shares owned by Mr. Borel as custodian for his
three children. Mr. Borel has adopted a trading plan in compliance with Swiss rules and Rule 10b5-1 under
the U.S. Securities Exchange Act of 1934 that is designed to eliminate Mr. Borel’s control over the timing
and amount of sales of his Logitech shares. Under the plan, Mr. Borel has placed a small fraction of his
shares with an independent third party, with instructions to sell such shares at such times, and subject to a
minimum price requirement, under such conditions as the third party shall determine without reference to
Mr. Borel for further instruction. Mr. Borel has had similar plans in place for several years.
(2) Includes shares represented by ADRs. In compliance with Article 20 of the Swiss Federal Act on Stock
Exchanges and Securities Trading of March 24, 1995, or SESTA and Article 13 of the Ordinance of the
Swiss Federal Banking Commission on Stock Exchanges and Securities Trading of June 25, 1997, or
SESTO-FBC, conversion and acquisition rights are not taken into consideration for the calculation of the
relevant shareholdings, unless such rights entitle their holders to acquire, upon exercise, at least 5% of the
Company’s voting rights.
(3) In compliance with Article 19 paragraph 2 of SESTO-FBC, shareholdings are calculated based on the
aggregate number of voting rights entered into the Swiss commercial register. This aggregate number was
47,901,655 voting rights as of March 31, 2005.
(4) For the Company, Directors and Executive Officers, the relevant date is the last day of the fiscal year.
SESTA, requires shareholders who own voting rights exceeding certain percentage thresholds of a company
incorporated in Switzerland whose shares are listed on a stock exchange in Switzerland to notify the company
and the relevant Swiss exchange of such holdings. Following receipt of this notification, the company is required
to inform the public. During fiscal year 2005, the Company was not required to make any such announcements in
compliance with SESTA.
CG-3
CG
20-F
LISA