Addtech shares
The Addtech shares are listed on NASDAQ OMX Stockholm. Since their listing in September 2001 until 31 April 2014, the total return on the shares until 31 March 2014 has averaged 21 percent per year.
Market performance of the shares and turnover
The highest price paid during the year, adjusted for the split of each share into three (3) shares, was SEK 111.00 and was quoted on 21 January 2014. The lowest was SEK 201.00 on 19 April 2013, corresponding to SEK 67.00 following the split of each share into three (3) shares. The final price paid before the end of the financial year was SEK 101.75 on 31 March 2014. The value of the Addtech shares increased by 41 percent (19) during the financial year. The OMX Stockholm index on the NASDAQ OMX Stockholm Exchange increased by 17 percent (10) in the corresponding period.
During the period 1 April 2013 - 31 March 2014, 5.4 million (2.7) shares were traded with an aggregate value of approximately SEK 870 million (508). Relative to the average number of Class B shares outstanding, this is equivalent to a turnover rate of 13 percent (12). Broken down by trading day, an average of 22,000 (11,000) Addtech shares were traded at an average value of about SEK 3.5 million (2.0).
Share capital
The share capital in Addtech amounts to SEK 51,148,872. 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 quotient value is SEK 0.75. Each Class A share entitles its holder to 10 votes, each Class B share one vote. All shares give the same right to dividends. Only the Class B shares are listed on NASDAQ OMX Stockholm. The share split was carried out on 13 December 2013.
Repurchase of treasury shares
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 Class B treasury shares was 2,063,400, 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. All of the repurchased 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 (2,804,403).
Incentive programmes
At 31 March Addtech had four ongoing incentive programmes:
| Ongoing incentive programmes | |||
|---|---|---|---|
| Year | Options corresponding to number of shares | Percentage of total number of shares, % | Redemption price, SEK |
| 2013 | 540,000 | 0.8% | 106.13 |
| 2012 | 600,000 | 0.9% | 71.50 |
| 2011 | 600,000 | 0.9% | 59.80 |
| 2010 | 107,800 | 0.2% | 54.90 |
| 1,847,800 | 2.8% | ||
| Total number of B shares | 64,944,696 | ||
The calculation of the dilution effect below is based on the number of outstanding shares on subscription to the programmes.
The share split also resulted in each outstanding call option entitling holders to three Class B shares.
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 approves an incentive programme according to the same, or an essentially similar, model as decided at the previous AGMs.
Dividend policy
The ambition of the Board of Directors is a pay-out ratio exceeding 50 percent of consolidated average profit after tax over a business cycle. Since the share was listed, the pay-out ratio, including the dividend proposed for the year, has averaged around 60 percent.
Proposals to the Annual General Meeting
- Dividend. The Board of Directors proposes a dividend of SEK 3.00 per share (2.67), equivalent to a pay-out ratio of 55 percent (55). The total dividend amounts to SEK 199 million (176).
- Incentive
programmes. The Board of Directors has
decided to propose that the Annual General Meeting should pass a
resolution to adopt a long-term incentive programme. The programme,
which it is proposed will include 25 members of management within
the Addtech Group, involves the participants being given the
opportunity to acquire, at market price, call options relating to
Class B shares in Addtech AB ('the Company') repurchased by the
Company, with the participants receiving a certain subsidy on
premiums paid for the options after two years. The proposal also
involves the Annual General Meeting approving that the Company - in
deviation from the shareholders' preferential rights - transfer up
to 350,000 of the Company's repurchased Class B shares to the
option holders at the agreed redemption price in connection with
any exercise of the call options. If the options are fully
exercised, the number of B shares outstanding will increase by
350,000, equivalent to 0.5 percent of
the number of shares outstanding and 0.3
percent of the votes.
- Extension of repurchase mandate. The Board of Directors has decided to propose to the AGM that the mandate to repurchase treasury shares be renewed. The proposed mandate would entitle the Board of Directors, during the period until the next AGM, to purchase shares such that the Company's holding at no time exceeds 10 percent of the total number of shares in the Company. 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.
Additional information
Addtech's website www.addtech.com is updated continuously with information about shareholder changes and share price performance. The site also has information about which analysts follow Addtech.