(22) Equity attributable to the equity holders of the parent
Share capital and share premium
The authorised share capital of the Company at 31 December 2009 amounted to EUR 41.5 million (2008: EUR 41.5 million) and consists of 55 million ordinary shares, 16 million cumulative preference shares ‘A’, 71 million cumulative preference shares ‘D’ and 31 million cumulative financing preference shares ‘E’, all with a nominal value of EUR 0.24.
All issued shares are fully paid up and include 35.118.682 ordinary shares (2008: 34.868.682) and 4.993.200 cumulative preference shares ‘A’ (2008: 4.993.200) as at 31 December (see also the Corporate Governance paragraph on page 68).
An overview of the ordinary shares outstanding as per the beginning and the end of the year is disclosed in note 12.
Special rights regarding Nutreco shares are disclosed in Other information.
Dividends
On 14 May 2009 the Company delivered 395,740 shares as final stock dividend over the year 2008. The cash dividend was paid out on the same date and amounted to EUR 24.8 million.
In August 2009, the Company paid out an interim dividend of EUR 0.20 in cash per ordinary share. 102,716 shares have been delivered as interim stock dividend. On 20 August 2009, the remaining interim dividend of EUR 3.8 million was paid in cash out of the retained earnings.
After the balance sheet date the following dividends were proposed by the Board:
The proposed dividend per ordinary share amounts to EUR 1.32 (2008: EUR 1.43). The final dividend of EUR 1.12 (2008: EUR 1.03) will be payable in cash or shares at the shareholder’s option. The value of the stock dividend will be virtually equal to the cash dividend. The ex-dividend date is 7 April 2010. The conversion ratio will be determined after trading hours on 21 April 2010, based on the weighted average share price on the last three days of the period allowed for shareholders to notify the Company of their preference, namely 19, 20 and 21 April 2010. Both the cash and stock dividends will be placed at the shareholders’ disposal on 27 April 2010.
These dividends have not been provided for and income tax consequences are not recognised as a liability.
Treasury shares
The treasury shares are accounted for as a reduction of the equity attributable to the equity holders of the parent. Treasury shares are recorded at cost, representing the market price on the acquisition date. When issued, shares are removed from treasury stock on a FIFO basis. Any difference between the cost and the cash received at the time treasury shares are issued is recorded in retained earnings.
During the year under review, Nutreco acquired none (2008: 699,374) of its own shares through purchases on the Euronext Stock Exchange. The total amount paid in 2008 to acquire these shares was EUR 33.1 million and these shares were held as treasury shares. The Company has the right to reissue these shares at a later date. The shares are held in treasury for delivery upon exercise of share-based payments, liabilities arising from the employee share participation scheme and payment of (interim) stock dividend.
In 2009 Nutreco reissued 713,011 (2008: 722,173) treasury shares for stock dividend, performance shares and employee share participation scheme for a total consideration of EUR 26.8 million (2008: EUR 36.8 million).
The movements in the treasury shares can be summarised as follows:
|
(EUR x 1,000) |
2009 |
2008 |
||
|
Number of shares |
Amount |
Number of shares |
Amount |
|
|
As at 1 January |
589,624 |
28,059 |
612,423 |
31,729 |
|
Options exercised |
-2,700 |
-57 |
-3,950 |
-206 |
|
Employee share participation scheme |
-35,919 |
-1,643 |
-17,218 |
-826 |
|
Share issuance/repurchase |
250,000 |
60 |
699,374 |
33,128 |
|
(Interim) stock dividend |
-498,456 |
-18,671 |
-564,240 |
-28,202 |
|
Performance shares |
-178,636 |
-6,487 |
-136,765 |
-7,564 |
|
As at 31 December |
123,913 |
1,261 |
589,624 |
28,059 |
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred. As at 31 December the hedging reserve amounts to EUR -13.5 million (31 December 2008: EUR -14.1 million).
Cash flow hedges have been defined for foreign exchange deals related to forecast transactions which will mature within 12 months and for interest rate swaps which will mature in 2012 and 2013. The fair value related to the foreign exchange deals amounts to EUR 0.0 million as at 31 December 2009 (31 December 2008: EUR -0.3 million) and the fair value related to the interest rate swaps amounts to EUR -13.5 million as at 31 December 2009 (31 December 2008 EUR -13.8 million).
All cash flow hedges are highly effective as at 31 December 2009; during 2009 no material ineffectiveness is recognised in the income statement.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of net investments in foreign operations, including intercompany loans with a permanent nature, and liabilities that are used as hedging instrument in a net investment. As at 31 December 2009 the translation reserve amounts to EUR -21.2 million (31 December 2008: EUR -29.8 million). The increase of EUR 8.6 million is mainly caused by fluctuations of the Norwegian krone and the Australian dollar.
Minority interest
The minority interest mainly consists of Piensos Nanfor and Piensos Nanpro in Spain, Trouw Nutrition Turkey and Trouw Nutrition Russia.