Annual Report 2012.pdf - Cherry

The normal retirement age is 65. Pensions
shall be in line with the market and based on
defined contributions. Pension premiums are
maximised to 35 percent of annual salary, including
bonuses.
The period of notice is normally six to
twelve months if notice is given on the initiative
of the company, and six months if such
notice is at the initiative of the executive. If
notice is given by the company, severance pay
can be paid to an amount corresponding to 12
months salary.
The board proposes that remuneration to
the auditor is paid on current account.
The board may depart from any such guidelines
if there are special grounds to do so.
INFORMATION ON PARENT COMPANY
The parent company supplies and sells internal
services to other group companies, primarily
within finance, economics, business development,
administration and management, as
well as other external licence earnings. Earnings
for the fiscal year amounted to SEK 2.0
million (1.8) and profit/loss before tax amounted
to SEK -18.5 million (38.6). The fall in profits
in the parent company is attributable to losses
incurred on disposal of the share in the Maritime
operations and because no anticipated
dividends from remaining subsidiaries has
been reported, which took place in the year end
accounts for 2011.
The investments of the parent company in
tangible and intangible assets amounted to SEK
162 thousand (496). Liquid assets amounted at
the year end to SEK 41.3 million (17.8).
LISTING AND OWNERSHIP
The Cherry B-share has been listed on Aktie-
Torget since 12 September 2006. Cherry had
12 802 642 shares at the end of the year, divided
into 997 600 A-shares and 11 805 042
B-shares. Each A-share carries 10 votes, while
each B-share carries one vote. The shares have
equal rights to the assets and profits in Cherry.
The company had a total of 1 932 shareholders
at the end of the year. The largest owners
are the Hamberg family with 6.4 percent of
the capital and 16.0 percent of the votes, and
Morten Klein with a 22.2 percent holding and
15.8 percent of the votes. See also page 19 for
additional information on the owners.
PROPOSED ALLOCATION OF PROFITS
The board proposes that no dividends are paid
for the fiscal year of 2012 and that previously
communicated dividends are replaced by a redemption
programme as below.
The full proposal will be presented in good
time prior to the annual general meeting.
The following assets remain
at the disposal of the AGM: (TSEK)
Unappropriated profits and free funds 363 544
Profit/loss for the year
-18 470
Total
345 074
The board proposes that the whole amount,
345 074 thousand, should be carried forward.
TRANSFER TO SHAREHOLDERS VIA
SHARE REDEMPTION PROGRAMME
The board proposes that the annual general
meeting decides upon a transfer to shareholders
of SEK 143.4 million (9.6), corresponding to
SEK 11.20 per share (0.75) through a redemption
programme, of which SEK 1.20 per share corresponds
to an ordinary transfer to shareholders
and SEK 10.00 per share corresponds to an
extraordinary transfer to shareholders. After the
redemption programme is completed the unappropriated
profit and free funds in Cherry AB
will amount to SEK 201.7 million.
STATEMENT BY THE BOARD AS PER 20 CHAP.
8 § OF THE COMPANIES ACT (2005:551)
With respect to the proposal of the board concerning
a reduction of the share capital with
repayment to shareholders, the board hereby
issues the following statement in accordance
with 20 chapter 8 § of the Companies Act.
The unappropriated profit in the company as
of 31 December 2012 amounted to SEK 345.1
million, and net profit/loss for the year amounted
to SEK -18.5 million. The annual general meeting
thereby has an unappropriated profit of
SEK 345.1 million at its disposal.
There is full coverage for the restricted
equity in the company after the proposed share
redemption programme. The board has taken
into consideration the consolidation requirements
and liquidity for the company and the
group through an overall assessment of the financial
position of the company and the group
and their opportunity to meet their obligations
in the long term. The proposed share redemption
programme does not endanger the capacity
of the company to make the investments deemed
to be necessary. The financial position of the
company does not give rise to any other assessment
than that the company can continue its
operations and that the company is expected to
fulfil its obligations in the short and long term.
In addition to the assessment of the company’s
consolidation and liquidity requirements,
the board has also taken into consideration all
other known circumstances that can be of
importance for the financial position of the
company.
With reference to the above the board considers
the share redemption programme to be
justified in relation to the requirements set by
the type of operations, scope and risks for the
equity in the company the group, and the consolidation,
liquidity and other requirements for
the company and the group.
REPORT BY THE BOARD AS PER 20
CHAP. 13 § OF THE COMPANIES ACT
With reference to the proposal by the board as
above, the board hereby submits the following
report in accordance with 20 chapter 13 § of the
Companies Act.
The proposed share redemption programme
implies that the board proposes to reduce share
capital by SEK 3 520 726.55 through the withdrawal
of 997 600 shares of the A series and
11 805 042 shares of the B shares for repayment
to shareholders. The shares to be withdrawn
consist of the shares which after allocation of
the shares as above are designated redemption
shares. Payment for each redemption share
shall be SEK 11.20, which exceeds the nominal
value of the share by approx. SEK 10.93. Any
withdrawn redemption shares of the A and B
series held by the company shall be withdrawn
without repayment and such amounts shall be
allocated to free funds to be disposed of by the
annual general meeting. The total redemption
value thereby amounts to SEK 143 389 thousand,
which constitutes approx. 41 percent of
the unrestricted equity in the company and
approx. 40 percent of the equity in the group.
It can be seen from the annual report
for 2012 that the equity ratio for the group
amounts to 86 percent. The proposal by the
board implies a reduction of the share capital
in the company by SEK 3 520 726.55. To
achieve an efficient redemption process without
the need for approval from the Swedish
Companies Registration Office or general court
of law, the board proposes that the annual general
meeting decides to restore the share capital
in the company to its original amount by increasing
the share capital by SEK 3 520 726.55
through a bonus issue of shares, which means
a transfer from the unrestricted equity in the
company to the share capital in the company.
No new shares will be issued in conjunction
with the increase in share capital.
Taken as a whole the proposal of the board
as above means that dividends in the company
will be reduced by no more than SEK 143 389
thousand to approx. SEK 201 685 thousand
in accordance with the balance sheet on 31
December 2012. The restricted equity and
share capital in the company will remain unchanged
after the issue of bonus shares.
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