annual financial statement 2011 - conwert Immobilien Invest SE
annual financial statement 2011 - conwert Immobilien Invest SE
annual financial statement 2011 - conwert Immobilien Invest SE
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INTRO | MANAGEMENT REPORT |<br />
| FINANCIAL STATEMENTS<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
Notes<br />
CONVERTIBLE BOND<br />
On 7 November 2007 the Group issued a convertible bond with a price of € 0.1 million per certificate<br />
and a total value of € 196.4 million. The conversion price equals 130% of the common share price<br />
on the date the convertible bond was issued. The conversion rights can be exercised at any time<br />
from 27 December 2007 to 3 November 2014. If the conversion right is not exercised, the bond will<br />
be repaid on 12 November 2014 at a price € 0.11 million per certificate. Interest will be paid each<br />
year until settlement at a rate of 1.5% per year.<br />
The bondholder is entitled to cancel some or all of the bonds in his/her possession that have not<br />
been converted or redeemed as of 12 November 2012. The issuer is entitled to redeem the bond<br />
prematurely at the applicable redemption price on or after 24 November 2010, if the price of the<br />
common shares to be delivered on conversion equals at least 130% of the redemption amount on<br />
20 of 30 successive stock exchange days. The company started to repurchase the convertible bonds<br />
during the fourth quarter of the 2008 <strong>financial</strong> year. Convertible bonds with a nominal value of<br />
€ 45.4 million (2010: € 34.3 million) had been repurchased by 31 December <strong>2011</strong> for € 32.3 million<br />
(incl. transaction costs, 2010: € 21.0 million). This represents 3,273,252 (2010: 2,393,580) shares of<br />
stock. The conversion price was adjusted from € 14.33 to € 13.87 to reflect the dividend.<br />
In <strong>2011</strong> repurchased convertible bond certificates with a nominal value of € 41.9 million were cancelled,<br />
which reduced the original nominal volume from € 196.4 million to € 154.5 million.<br />
In the first quarter of 2010 the <strong>conwert</strong> Group issued a convertible bond with a price of € 0.1 million<br />
per certificate and a total value of € 135.0 million. This bond has a six-year term ending on 1 February<br />
2016. The bondholders have the right to redeem their bond certificates prematurely four years<br />
after the date of issue at the nominal value including accrued interest. The convertible bond certificates<br />
were issued at 100% of the nominal value of € 0.1 million. Interest is paid semi-<strong>annual</strong>ly at<br />
a rate of 5.25% per year. The conversion price was adjusted from € 11.60 to € 11.22 to reflect the<br />
dividend payment.<br />
The net proceeds from the issue of the bond were classified into a debt component and an equity<br />
component (which represents the amount required to convert the liability into equity). The classification<br />
as of 31 December <strong>2011</strong> and 2010 is shown below:<br />
CONVERTIBLE BOND 2010 – 2016<br />
<strong>2011</strong> in € million<br />
Issue proceeds (excl. proportional share of transaction costs),<br />
less repurchases<br />
135.0<br />
Debt component as of 31 December 126.6<br />
Equity component 10.2<br />
2010 in € million<br />
Issue proceeds (excl. proportional share of transaction costs),<br />
less repurchases<br />
135.0<br />
Debt component as of 31 December 124.8<br />
Equity component 10.2<br />
99