Flatlander schreef op 26 september 2020 18:39:
You'll have to excuse me. In 25 years of investing in Nasdaq and NYSE listed companies I've never seen a similar Share Premium Capital redistribution. They did not post the material in English, here is the translation of some of the pertinent parts I found in the meeting materials release. So if my read is right, is this share premium adjustment done to 1) reduce 2019 tax liability? Did Belgium extend 2019 tax due dates appreciably due to Coronavirus? and 2) Set the 2020 financials on better footing? Anyone want to explain or hypothesize on the reasoning.
"please refer to the summons to the extraordinary general shareholders' meeting. EXTRAORDINARY GENERAL MEETING Agenda and proposals to conclude: The agenda and proposals to conclude the Extraordinary General Shareholders' Meeting of the Company, which may, where appropriate, be amended at the meeting on behalf of the Board of Directors are as follows: 1. Capital increase by incorporation of issuance premiums followed by capital reduction to discharge losses Notes: This item on the agenda concerns the proposal that the extraordinary general shareholders' meeting decides to increase the Company's capital without issuing new and equity by incorporating part of the issue premium, and to reduce the company's capital immediately after the aforementioned capital increase in accordance with Article 7:210 of the Code of Companies and Associations through the incorporation of losses incurred as shown by the single financial statements for the financial year ended December 31, 2019. Proposal to conclude The General Meeting decides to increase (i) the Company's capital by a sum of one hundred and four million seventy thousand five hundred and ninety-five cents (€ 104,070.59 4.45) without issuance of new shares and by incorporation of part of the issue premium (as shown by the single financial statements for the financial year ended December 31, 2019) in the Company's capital , and (ii) to reduce the company's capital immediately after the aforementioned capital increase in accordance with Article 7:210 of the Code of Companies and Associations with an amount of one hundred and four million seventy thousand five hundred and ninety-four cents (€ 104.07 0.594.45) to bring it back to five hundred and sixty-three thousand eight hundred and eighty-eight cents Extraordinary General Shareholders' Meeting of 25 September 2020 Page 2 Notes (€ 563,820.88) , by means of the inclusion of losses for the previous amount of one hundred and four million seventy thousand five hundred and ninety-five cents forty-five cents (€ 104,070,594.45), as shown by the single annual accounts for the financial year ended 31 December 2019. The aforementioned capital reduction (i) will first be allocated to all amounts that do not qualify as tax-filled (or equivalent) capital, (ii) will take place without the destruction of the Company's existing shares, and (iii) will be borne by each of the Company's existing shares in the same manner. 2. Submitting the Executive Board's special report pursuant to Article 7:199 of the Code of Companies and Associations on the proposal to renew the authorised capital Explanatory Note: This item on the agenda concerns the presentation, knowledge and discussion of the Governing Council's special report in accordance with Article 7:199 of the Code of Companies and Associations on the proposal to renew the powers granted to the Governing Council under the authorized capital. A copy of this document is available on the Company's website and at the Company's headquarters."