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■ Conditional capital I:
At the Annual General Meeting of Shareholders held on 29 May
2002, the conditional capital I was reduced from €90k to €55k. The
subscribed capital may be increased by €55k through issuing up to
55,000 shares. The conditional capital increase is carried out only in
as far as holders of option rights, which are issued by the Company
on the basis of authorisation from the Annual General Meeting of
Shareholders on 8 June 2000 to 8 June 2004, exercise these rights
(Stock Option Programme I). The new shares are entitled to
dividends for the entire financial year, in which the exercising of the
option right becomes effective. At 31 December 2002, no option
rights relating to this conditional capital had been exercised.
■ Conditional capital II:
At the Annual General Meeting of Shareholders held on 29 May
2002, the conditional capital II was reduced from €860k to €450k.
The subscribed capital may be increased by €450k by issuing up to
450,000 shares. The conditional capital is used to guarantee the
option rights to members of the Board and employees of the
Company and its associated companies and also management of
other organisations associated with the Company (Stock Option
Programme II). The new shares shall participate in the profit of the
Company from the start of the financial year, in which they are
issued. At 31 December 2002 no option rights relating to this
conditional capital had been exercised.
■ Conditional capital III:
At the Annual General Meeting of Shareholders held on 29 May 2002
a new conditional capital III was created. The subscribed capital may
be increased by €520k through issuing up to 520,000 shares. The
conditional capital is used to guarantee the option rights to members
of the Board and employees of the Company and its associated
companies and also management of other organisations associated
with the Company (Stock Option Programme III). The new shares
shall participate in the profit of the Company from the start of the
financial year, in which they are issued. At 31 December 2002 no
option rights relating to this conditional capital had been exercised.
■ Conditional capital IV:
At the Annual General Meeting of Shareholders held on 29 May
2002, the Management Board was authorised, with the approval of
the Supervisory Board, to issue by 29 May 2007, registered
convertible bonds and/or bonds with warrants (hereinafter called
“Bonds”) with a total nominal value of up to €4,000k with a
maximum term of ten years. For this purpose, a new conditional
capital IV was created. The Management Board was also given
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authority to grant the holders of the Bonds with conversion or option
rights for new shares in the Company with a pro-rata amount of
subscribed capital of up to a total of €4,000k in accordance with the
detailed terms of the convertible bonds or bonds with warrants.
The subscribed capital may be conditionally increased by up to
€4,000k through the issue of a maximum of 4,000,000 no-par
shares. In the case of conversion or option rights being exercised,
the issue price of a share in the Company through the exercise of the
conversion or subscription right shall be based on the average of the
closing Xetra price of the Company shares for the last 20 trading
days prior to the date of the issue of the Bond. The minimum
exercise price shall be the pro-rata amount of subscribed capital
attributable to one share. The new shares shall participate in the
profit from the beginning of the fiscal year in which they are
established following the exercising of conversion or option rights or
fulfilment of conversion obligations. At 31 December 2002 no option
rights relating to this conditional capital had been exercised.
4.7.2 Annual deficit and surplus/(deficit) carried forward
The annual deficit of €35,496k for financial year 2002 shown on the
balance sheet is carried forward.
5. Notes to the consolidated
profit and loss account
5.1 Discontinuing Operations
On 10 April 2003 it was announced that the Articon-Integralis Group
had entered in to an agreement with InTechnology Plc to sell 100%
of the shares in the Allasso group of companies.
Allasso is the Group’s value added distributor of specialist network
and information security products and is Europe’s largest pure play
security distributor.
The sale, which is subject to approval from the shareholders of Articon-
Integralis AG, is anticipated to be completed by July 2003. Under the
terms of the sale and purchase agreement, Articon-Integralis will
receive €25m on completion, with a further maximum €3.8m deferred
consideration payable within two years of completion, dependent on
Integralis achieving a certain level of purchases from Allasso. The net
pre-tax result arising from the disposal of Allasso to be recognised in the
consolidated accounts is estimated to vary between minus €3.3m
and plus €0.5m after deducting anticipated expenses of €3.5m.
The amounts of revenue, expenses and pre-tax profit from the
ordinary activities attributable to the Allasso group of companies are
shown on the face of the consolidated profit and loss statement.
The amounts of net cash flows attributable to the operating, investing
and financing activities of Allasso are shown on the face of the