Share capital, repurchase of treasury shares, incentive programmes and dividend
At 31 March 2014, Parent Company share capital stood at SEK 51,148,872, distributed over the following number of shares with a quotient value of SEK 0.75 per share.
| Share class | Number of shares | Number of votes | Percentage of capital | Percentage of votes |
|---|---|---|---|---|
| A 10 votes | 3,253,800 | 32,538,000 | 4.8 | 33.4 |
| B 1 vote | 64,944,696 | 64,944,696 | 95.2 | 66.6 |
| Total | 68,198,496 | 97,482,696 | 100.0 | 100.0 |
The Extraordinary General Meeting of the shareholders in Addtech AB on 19 November 2013 decided to carry out a split in the number of shares in the company by splitting each share into three (3) shares. The number of shares in the company increased to 68,198,496, of which 3,253,800 are Class A shares and 64,944,696 are Class B shares. The split was carried out on 13 December 2013. The share split also resulted in each outstanding call option entitling holders to three Class B shares.
The total number of shareholders on 31 March 2014 was 3,557 (3,379). Two shareholders each control 10 percent or more of the votes: Anders Börjesson (with family interests) owns shares corresponding to 15.4 percent of the votes and Tom Hedelius owns shares corresponding to 14.8 percent of the votes.
Chapter 6, Section 2a of the Swedish Annual Accounts Act requires listed companies to disclose specific circumstances that may affect the prospects for acquiring the Company via a public share offer. In the event of the Company being delisted from NASDAQ OMX Stockholm or a party other than the present principal shareholder attaining an ownership holding exceeding 50 percent of the capital or votes, the granted credit line in terms of contractual credit facilities of SEK 300 million and overdraft facilities of 500 SEK million can be terminated.
Repurchase of treasury shares and incentive programmes
The Annual General Meeting in August 2013 authorised the Board of Directors to repurchase a maximum of ten percent of all shares in the Company during the period until the Annual General Meeting in 2014.
152,700 treasury shares were repurchased during the financial year. At 31 March 2014, Addtech's holding of treasury shares was 2,063,400 Class B shares, with an average purchase price of SEK 45.60. These shares correspond to 3.0 percent of the number of shares issued and 2.1 percent of the votes. Of the shares repurchased, 2,063,400 shares secure the Company's undertakings to holders of call options, issued by the Company, on repurchased Class B shares. The average number of treasury shares held during the year was 2,195,148 (2,804,404).
The Board of Directors will recommend that the Annual General Meeting in August 2014 approves renewal of the mandate to repurchase treasury shares. The mandate would empower the Board to acquire Company shares during the period until the next Annual General Meeting, provided that the Company's holding does not exceed 10 percent of all shares in the Company at any time. Repurchases shall be made in the stock market. The proposed mandate would also allow use of repurchased shares as payment for acquisitions or disposal of the repurchased shares outside the stock market to finance acquisitions.
In accordance with a resolution of the August 2013 AGM, 25 members of management were offered the opportunity to acquire 180,000 call options on repurchased Class B shares. The programme was fully subscribed. If fully exercised, the number of B shares outstanding will increase by 540,000, equivalent to 0.8 percent of the total number of shares and 0.6 percent of the votes. The call options were transferred at a price of SEK 21.20 per option, equivalent to the fair (market) value of the options based on an independent valuation. The redemption price per share attributable to the share-based incentive programme for 2013 is SEK 106.13; the redemption period is 19 September 2016 until 2 June 2017.
In accordance with a resolution of the August 2012 AGM, 25 members of management
were offered the opportunity to acquire 200,000 call options on
repurchased Class B shares. The programme was fully subscribed. If
fully exercised, the number of B shares outstanding will increase
by 600,000, equivalent to 0.9 percent
of the total number of shares and 0.6
percent of the votes.
The call options were transferred at a price of SEK 11.60 per option, equivalent to the
fair (market) value of the options based on an independent
valuation. The redemption price per share attributable to the
share-based incentive programme for 2012 is SEK 71.50; the redemption period is 14 September 2015 until 3 June 2016.
In accordance with a resolution of the August 2011 AGM, 25 members of management were offered the opportunity to acquire 200,000 call options on repurchased Class B shares. The programme was fully subscribed, and if all options are exercised, the number of Class B shares outstanding will increase by 600,000, equivalent to 0.9 percent of the total number of shares outstanding and 0.6 percent of the votes. The redemption price per share attributable to the share-based incentive programme for 2011 is SEK 59.80; the redemption period is 15 September 2014 until 29 May 2015.
The redemption price per share attributable to the share-based incentive programme for 2010 is SEK 54.90; the redemption period is 16 September 2013 until 30 May 2014. Between 16 September 2013 and 31 March 2014, 113,900 options out of a total of 221,700 were redeemed to shares. The remaining 107,800 have been redeemed since the end of the financial year.
The Board has decided to propose that the Annual General Meeting in August 2014 approve an incentive programme according to the same, or an essentially similar, model as decided at the 2009-2013 AGMs.
Dividend
The Board of Directors proposes a dividend of SEK 3.00 (2.67) per share. The total dividend amounts to SEK 199 million (176). Addtech's dividend policy is based on a target of paying as a dividend more than 50 percent of average Group profit after tax over a business cycle. The proposed dividend represents a pay-out ratio of 55 percent (55).