FY 2012 Annual Report - Orascom Development

F-57 Orascom Development 2012 Annual Report F-58
27 CAPITAL
27.1 Issued capital
CHF 2012 2011
Par value per share 23.20 CHF 23.20 CHF
Number of ordinary shares issued and fully paid 28,543,147 28,543,147
Issued capital 662,201,010 662,201,010
27.2 Fully paid ordinary shares
There were no changes to the share capital in the current financial year.
In 2011 the following transactions within the share capital occurred:
With reference to the authorizations of the general assembly meeting the board of directors has increased the share capital of the
Parent Company by a capital increase resolution on 14 July 2011 in the amount of CHF 7,871,191.65 through the issuance of
330,029 fully paid-up registered shares with a par value of CHF 23.85 each. The registered shares were issued at the price of CHF
29.00 each, corresponding to the closing price of the shares of the Parent Company on 11 July 2011, a total of CHF 9,570,841.
The 330,029 newly issued registered shares were fully paid up on 28 July 2011 by set-off against the claim of Mr. Samih Sawiris,
pursuant to the Securities Lending Agreement.
On 8 August 2011, the share capital was decreased based on a decision made by the General Meeting on 23 May 2011 by CHF
18,553,046 from CHF 680,754,056 to CHF 662,201,010 through a reduction in the par value of the registered shares by CHF 0.65
from CHF 23.85 to CHF 23.20. The capital reduction through a reduction in the par value of the registered shares included also the
newly issued registered shares mentioned above. The Company remitted to the shareholders the amount of CHF 18,553,046. Fully
paid ordinary shares, which have a par value of CHF 23.20 each, carry one vote per share and carry a right to dividends.
27.3 Authorized capital
The Board of Directors is authorized to increase the share capital of the Parent Company by a maximum CHF 108,343,327 by
issuing of up to 4,669,971 fully paid registered shares with a par value of CHF 23.20 each until 23 May 2013. A partial increase is
permitted. The Board of Directors determines the date of issuance, the issue price, the type of contribution, the date of dividend
entitlement as well as the allocation of non exercised pre-emptive rights. The Board of Directors may withdraw or limit the preemptive
rights of the shareholders.
27.4 Conditional capital
The share capital may be increased by a maximum amount of CHF 130,489,699 through the issuance of up to 5,624,556 fully paid
registered shares with a nominal value of CHF 23.20 each
a) up to the amount of CHF 14,489,699 corresponding to 624,556 fully paid registered shares through the exercise of
option rights granted to the members of the Board and the management, further employees and / or advisors of the
Parent Company or its subsidiaries.
b) up to the amount of CHF 116,000,000 corresponding to 5,000,000 fully paid registered shares through the exercise of
conversion rights and / or warrants granted in connection with the issuance of newly or already issued bonds or other
financial instruments by the Parent Company or one of its group companies.
The subscription rights of the shareholders shall be excluded. The Board of Directors shall determine the conditions of the option
rights, the issue price, the dividend entitlements as well as the type of contribution.
At 31 December 2012, no option rights, conversion rights or warrants had been granted on that basis.
27.5 Significant shareholders
The following significant shareholders are known to us.
2012 2011
CHF Number of shares % Number of shares %
Samih Sawiris (i) 17,907,121 62.74% 17,634,321 61.78%
Janus Capital Management LLC 1,542,643 5.40% 1,533,538 5.37%
Others 9,093,383 31.86% 9,375,288 32.85%
TOTAL 28,543,147 100.00% 28,543,147 100.00%
(i) The shares of Samih Sawiris are held directly and through his entities Thursday Holding (Ex-TNT Holding) and SOS Holding.
28 RESERVES (NET OF INCOME TAX)
CHF 2012 2011
Share premium (note ‎28.1) 243,799,019 243,799,019
Treasury shares (note 28.2) (768,308) (2,053,867)
Cash flow hedging reserve (note ‎28.3) (449,869) (1,011,945)
Investments revaluation reserve (note 28.4) (18,529,412) (35,775,216)
General reserve (note 28.5) 4,916,868 4,916,868
Foreign currencies translation reserve (note ‎28.6) (247,327,433) (213,420,597)
Reserve from common control transactions (note 28.7) (120,924,463) (121,217,626)
Equity swap settlement (note 28.8) (10,220,295) (10,220,295)
TOTAL (149,503,893) (134,983,659)
28.1 Share premium
CHF 2012 2011
Balance at beginning of year 243,799,019 242,272,821
Share capital increase (issuance of ordinary shares) - 1,699,649
Share capital increase costs - (173,451)
Balance at end of year 243,799,019 243,799,019
28.2 Treasury shares
CHF 2012 2011
Balance at beginning of year (2,053,867) (1,464,267)
Purchase of treasury shares (i) - (589,600)
Distribution of treasury shares (i) 1,285,559
Balance at end of year (768,308) (2,053,867)
As of 31 December 2012, the Company owned 26,249 own shares (31 December 2011: 70,171). 26,171 own shares were received on
30 December 2010 as part of the compensation for the sale of the six percent stake in the former Garranah subsidiaries. The
residual shares are shares not yet distributed to board members.
(i)
On 28 December 2011, the Company bought 44,000 own shares as a part of the board member remuneration for 2011. Most
of these shares have been forwarded to the board members during the first quarter 2012. The valuation difference has been
recognized in retained earnings (note 29)
28.3 Cash flow hedging reserve
CHF 2012 2011
Balance at beginning of year (1,011,945) (1,712,949)
Gain (loss) arising on changes in fair value of hedging instruments entered into
for cash flow hedges
Interest rate swaps 702,595 876,255
Income tax related to gains/losses recognised in other comprehensive income (140,519) (175,251)
Balance at end of year (449,869) (1,011,945)
The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of
hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the hedging
instruments that are recognised and accumulated under the heading of cash flow hedging reserve will be reclassified to profit or
loss only when the hedged transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedged
item, consistent with the relevant accounting policy. As the cash flow hedge is 100% effective at 31 December 2012 the cumulative
hedging gain up to that date is recognised in other comprehensive income (note 40.7).
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