Share capital and capital structure
Cloetta’s share capital at 30 December 2011 amounted to SEK 121,595,930. The total number of shares is 24,319,186, consisting of 2,360,000 class A shares and 21,959,186 class B shares, equal to a quota value of SEK 5 per share. After conversion of employee convertible notes during the period from 25 February to 31 August 2011, 199,990 new class B shares were issued. Cloetta’s Articles of Association contain a CSD provision and the company’s shares are affiliated with Euroclear Sweden AB, which means that Euroclear Sweden AB administers the company’s share register (Euroclear Sweden AB, Box 7822, SE-103 97 Stockholm, Sweden). Each A share grants the right to ten votes and each B share to one vote in shareholder meetings. All shares grant equal entitlement to participate in the company’s profits and an equal share in any surplus arising on liquidation. The class A shares are subject to pre-emption.
Share price and trading
Between 1 September 2010 and 31 August 2011, Cloetta’s share price fell by 25% from SEK 39.30 to SEK 29.40. The OMX Stockholm PI index declined by around 5% over the same period. The highest quoted bid price for the Cloetta share during the period was SEK 39.90 and the lowest was SEK 25.70. A total of 1,841,400 class B shares were traded during the period from 1 September 2010 to 31 August 2011, for a combined value of SEK 68 million.
Shareholders
At 31 August 2011 Cloetta AB had 4,233 shareholders, of whom 233 were institutional and 4,000 were private investors. Institutional investors held 86.8% of the votes and 75.4% of the share capital. There were 138 foreign shareholders, who accounted for 8.4% of the votes and 15.7% of the share capital. AB Malfors Promotor is the principal shareholder in Cloetta AB (publ). AB Malfors Promotor is wholly owned by the Hjalmar Svenfelt Foundation. The ten largest shareholders held 88.2% of the votes and 78.0% of the share capital.
Shareholder agreement
Fazer, Conclo Ab, Oy Cacava Ab and certain private individuals affiliated with Fazer have, in relation to Malfors Promotor, bound themselves not to directly or indirectly acquire shares in Cloetta during a 10-year period starting on the first date of trading for Cloetta’s class B shares on NASDAQ OMX First North, provided that the Hjalmar Svenfelt Foundation does not reduce its direct or indirect holding during this period to a level of less than 30% of the votes in Cloetta.
Market maker
Cloetta has commissioned E. Öhman J:or Fondkommission AB to act as market maker for Cloetta’s class B shares. The goal is to enhance the liquidity of the share and reduce the spread between bid and ask prices in day-today trading. Under the agreement, E. Öhman J:or Fondkommission AB will post buy and sell volumes of at least SEK 30,000 each with a maximum bid-ask spread of 4% calculated on the offered bid price. The agreement is valid until further notice.
Convertible note programme
During the period from 27 March to 8 April 2009, all employees in Cloetta were offered the opportunity to subscribe for convertible notes in Cloetta. A total of 155 employees have subscribed for convertible notes with an aggregate principal amount of more than SEK 39.5 million. In view of the maximum permitted capital dilution of 4% and with consideration to the established conversion rate of SEK 30.40, the convertible debenture loan may amount to no more than SEK 30.5 million. The employee convertible note offer was thus oversubscribed. The convertible notes run from 14 May 2009 until 30 March 2012 and will bear interest at a rate equal to STIBOR plus 2.5 percentage points. The convertible notes can be converted to class B shares in Cloetta during the period from 25 February 2011 to 25 February 2012 at a conversion rate of SEK 30.40, which will lead to an increase of 1,004,889 class B shares upon full conversion. After conversion during the period from 25 February to 31 August 2011, 199,990 new class B shares were issued.
Dividend
The dividend is resolved on by the Annual General Meeting (AGM) and disbursement is handled by Euroclear Sweden AB. The right to dividends is granted to those persons who on the record date established by the Annual General Meeting are listed as shareholders in the share register maintained by Euroclear Sweden AB.The Annual General Meeting, held on 19 December 2011, resolved that no dividend would be paid for the financial year 2010/2011.