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METRO AG - METRO Group

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Metro stock<br />

First quotation of <strong>METRO</strong> <strong>AG</strong> stock<br />

on July 25, 1996<br />

On July 19, 1996, upon entry in <strong>METRO</strong> <strong>AG</strong>’s<br />

Commercial Register of the merger, trading in<br />

Asko Deutsche Kaufhaus <strong>AG</strong> common and preferred<br />

stock, in Deutsche SB-Kauf <strong>AG</strong> common<br />

stock and in Kaufhof Holding <strong>AG</strong> common and<br />

preferred stock was discontinued. Pending the<br />

commencement of official quotation, initially<br />

only share exchange options for <strong>METRO</strong> <strong>AG</strong><br />

stock were traded between July 19 and 24, 1996.<br />

Then, on July 25, 1996, <strong>METRO</strong> <strong>AG</strong> stock was<br />

for the first time officially listed at the stock exchanges<br />

in Frankfurt/Main and Düsseldorf. The<br />

opening price of common stock was DM 136,<br />

while preferred stock I and II was each quoted<br />

at DM 101.<br />

Par value of Metro stock fixed at DM 5<br />

By subdividing the capital stock into DM 5 shares<br />

at par after the merger, the magnitude of Metro<br />

stock prices is now on an internationally accepted<br />

level. <strong>METRO</strong> <strong>AG</strong> thus addresses a wide<br />

range of potential stockholders and promotes<br />

investment in shares by private individuals.<br />

<strong>METRO</strong> <strong>AG</strong>’s stock is divided into three classes:<br />

common stock, preferred stock I, and preferred<br />

stock II. In terms of dividend privileges, preferred<br />

shares I are based on former Kaufhof preferred<br />

stock, while Metro preferred stock II is<br />

predicated on former Asko preferred stock. This<br />

means that the two classes of preferred stock<br />

entitle holders to different dividend claims depending<br />

on the percentage of distribution for<br />

common stock (in percent of share par value).<br />

Equity-funded capital increase<br />

<strong>METRO</strong> <strong>AG</strong><br />

Additional information<br />

The increase in capital stock, announced in the<br />

merger period and to be equity funded, has<br />

meanwhile been firmly planned. Subject to the<br />

approval by the annual stockholders’ meeting<br />

of July 9, 1997, the capital stock will be raised<br />

in the ratio of 5:7 by transfer from the reserve<br />

from capital surplus. The capital stock will then<br />

increase by DM 701.7 million, from DM 501.2<br />

million to DM 1,202.9 million.<br />

This move is believed to clearly improve the<br />

liquidity of all Metro stock classes after implementation<br />

of the capital transactions.<br />

At the same time, based on the proposed adjustment<br />

ratio, another accounting adjustment<br />

to the Metro stock price level in relation to other<br />

listed international trading corporations will be<br />

the consequence.<br />

After implementing the equity-funded capital increase<br />

and fully utilizing the EK-01 low-tax equity<br />

portion, profit distributions for fiscal 1997 will<br />

probably be made from the tax-exempt EK-04<br />

equity portion; since this source of distribution<br />

is deemed repaid capital, it will be nontaxable<br />

income for stockholders. However, stockholders<br />

carrying their investment in <strong>METRO</strong> <strong>AG</strong> as operating<br />

assets will be required to deduct such distributions<br />

from their book value.<br />

67

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