Share capital (incl. disclosures according to § 240 of the Austrian Commercial Code (UGB))
Under the former § 4 (6) of the Articles of Incorporation, the Management Board was authorized to increase the share capital by up to EUR 28,778,442.33 by issuing up to 15,840,000 ordinary no-par value shares to the extent that creditors of the convertible bond 2005/10 exercise their conversion rights (contingent capital increase).
Effective January 29, 2010, voestalpine AG called the convertible bond 2005/10. Due to the call, all convertible bonds outstanding at the time of the call (= 8.6% of the total nominal amount of the convertible bond amounting to EUR 250 million) were converted into shares of the Company by the creditors of the convertible bond. For this conversion, the Management Board exercised its authority under § 4 (6) of the Articles of Incorporation and increased the share capital of voestalpine AG by 0.68% through the issue of 1,150,131 ordinary no-par value bearer shares to creditors of the convertible bond 2005/10. A further issue of shares by the Management Board according to § 4 (6) of the Articles of Incorporation is no longer possible due to the total redemption of the convertible bond 2005/10. § 4 (6) of the Articles of Incorporation has been deleted and the former § 4 (7) of the Articles of Incorporation is now § 4 (6). As of March 31, 2010, there are no convertible bonds outstanding.
As of March 31, 2010, the share capital amounts to EUR 307,132,044.75 (March 31, 2009: EUR 305,042,462.76) and is divided into 169,049,163 ordinary no-par value shares (March 31, 2009: 167,899,032). All shares are fully paid up.
Under § 4 (2) of the Articles of Incorporation, the Management Board of voestalpine AG is authorized to increase the share capital of the Company by issuing up to 83,949,516 ordinary no-par value bearer shares (about 49.66%) up to June 30, 2014, against cash contributions and/or, if necessary, by excluding shareholders’ subscription rights in full or in part, (i) against contributions in kind, including but not limited to contributions of equity interests, companies, businesses, or business units, and/or (ii) to be issued to employees, executives, and members of the Management Board of the Company or an affiliated company under an employee stock ownership plan or stock option plan (authorized capital increase). The Management Board did not exercise this authority during the reporting period.
Under § 4 (6) of the Articles of Incorporation, the Management Board of voestalpine AG is authorized to increase the share capital of the Company up to 80,000,000 ordinary no-par value bearer shares (= 47.32%) for issuance to creditors of financial instruments within the meaning of § 174 of the Austrian Stock Corporation Act (convertible bonds, income bonds, participation rights); the Management Board was authorized to issue these shares during the Annual General Meeting on July 1, 2009 (contingent capital increase). During the reporting period, the Management Board did not exercise the authority granted on July 1, 2009, to issue financial instruments within the meaning of § 174 of the Austrian Stock Corporation Act.
During the Annual General Meeting on July 2, 2008, the Management Board was authorized to repurchase own shares up to December 31, 2010, representing no more than 10% of the respective share capital. The repurchase price may not be more than 20% below or 10% above the average stock exchange price of the shares on the three market trading days prior to the repurchase. The Management Board did not exercise this authority during the reporting period.
Capital reserves mainly include the share premium (net of capital funding costs), profit/loss from the sale of own shares, and share-based compensation.
Reserves for own shares include cost of acquisition and disposal at cost of repurchased own shares, respectively.
Retained earnings include the profit for the period less dividend distributions. When increasing the majority interests, the difference between the costs of acquisition for the additional shares and the pro-rated carrying amount of the minority interests is recognized directly in retained earnings. Actuarial gains and losses in respect of severance and pension obligations are recognized directly in equity in the year in which they are incurred.
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign subsidiaries.
The hedging reserve comprises gains and losses from the effective portion of the cash flow hedges. The cumulative gains or losses on the hedged transactions recognized in the reserves are recognized in the income statement only if the hedged transaction affects the result as well.
The number of shares outstanding for the periods presented in the consolidated financial statements as of March 31, 2010, has changed as follows:
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Number of no-par value shares |
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Number of own shares |
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Number of shares outstanding |
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Balance as of April 1, 2008 |
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164,439 |
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5,203 |
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159,236 |
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Additions |
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3,460 |
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3,460 |
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Disposals |
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–4,308 |
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4,308 |
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Balance as of March 31, 2009 |
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167,899 |
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895 |
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167,004 |
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Additions |
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1,150 |
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1,150 |
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Disposals |
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–237 |
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237 |
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Balance as of March 31, 2010 |
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169,049 |
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658 |
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168,391 |
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In thousands of shares | ||
Hybrid capital
On October 16, 2007, voestalpine AG issued a EUR 1 billion subordinated bond with an indefinite term (hybrid bond). The coupon rate of the bond, which can also be suspended if dividends are suspended, is 7.125%. Seven years after issue of the bond, voestalpine AG, but not the creditors, will have its first opportunity to redeem the bond or to continue it at a variable interest rate (3-month Euribor plus 5.05%).
As the hybrid bond satisfies the IAS 32 criteria for equity, the proceeds from the bond issue are recognized as part of equity. Accordingly, coupon payments are also presented as dividend payments. The issue costs and the bond discount amounted to EUR 10.5 million. A tax benefit related to this position in the amount of EUR 2.6 million was recognized. Thus, the increase in equity was EUR 992.1 million.
Minority interest
The minority interest as of March 31, 2010, results primarily from minority interests in the VAE Group, Railpro B.V., and the Danube Equity companies.
Other comprehensive income includes the following items:
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2008/09 |
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2009/10 |
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Hedge accounting |
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9.3 |
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–25.3 |
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Actuarial gains/losses |
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–25.4 |
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–15.7 |
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Currency translation |
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–9.7 |
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85.1 |
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Deferred taxes on hedge accounting and actuarial gains/losses |
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6.1 |
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8.2 |
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Other comprehensive income net |
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–19.7 |
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52.3 |
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In millions of euros | ||
