Notes to the
consolidated
financial statements
continued
22 Other non-current financial liabilities continued
Overview
Business review
Governance
Financials
Investors
Ahold Delhaize Annual Report 2016
Cumulative preferred financing shares
Issued cumulative preferred financing shares (€0.01 par value each)
Authorized cumulative preferred financing shares (€0.01 par value each)
The cumulative preferred financing shares were issued in four tranches. Dividends are paid on each preferred financing share at a percentage
(financing dividend percentage) that differs per tranche. When a period of 10 years has lapsed after the issue date of a tranche, and every 10
years thereafter (reset date), the financing dividend percentage is reset. The current financing dividend percentage is 1.527% per year for the shares
issued in June 1996, 6.08% per year for the shares issued in August 1998, 3.85% per year for the shares issued in October 2000, and 3.35% per year for
the shares issued in December 2003. The nominal value plus additional paid-in capital per tranche is €71 million (June 1996 tranche), €46 million
(August 1998 tranche), €320 million (October 2000 tranche) and €60 million (December 2003 tranche); in the aggregate €497 million. This amount
is presented under “other non-current financial liabilities” in the consolidated balance sheet as these cumulative preferred financing shares are
considered debt under IFRS.
Subject to the approval of the General Meeting of Shareholders, the Company can redeem the cumulative preferred financing shares of a certain
tranche, but not fractions of a tranche. Redemption of a tranche is subject to the approval of the holders of depositary receipts of that tranche,
unless all (remaining) cumulative preferred financing shares are redeemed. Redemption takes place at the higher of the par value or the present
value of the remaining preferred dividends plus the present value of the par value at the reset date.
The total number of votes that can be exercised by the cumulative preferred financing shares is approximately 75 million. This represents
approximately 6% of the total number of votes that can be cast (this total being calculated as the sum of the outstanding cumulative preferred
financing shares and the outstanding common shares).
The cumulative preferred financing shares are convertible into common shares. The conversion conditions have been set so as to avoid any
transfer of value from the common shares to the cumulative preferred financing shares. The maximum number of common shares to be received
upon conversion of all outstanding cumulative preferred financing shares is approximately 90 million. The conversion features are similar
for all tranches. Conversion is allowed for all shares in one tranche held by one investor but not for fractions of tranches held by one investor.
Upon conversion, the holders of (depositary receipts of) cumulative preferred financing shares will receive a number of common shares that is
calculated by dividing the value of the cumulative preferred financing shares on the day before the conversion date by the average share price
of Ahold Delhaize common shares on the five trading days preceding the notification date, on the notification date, and on the four trading days
following the notification date. The value of the cumulative preferred financing shares will be considered, for this purpose, to be equal to the lower
of the nominal value plus the additional paid-in capital of the cumulative preferred financing shares (par value) or to the present value of the
remaining preferred dividends until the first reset date plus the present value of the par value at the first reset date.
million
Paid-in capital issued cumulative preferred financing shares
Additional paid-in capital cumulative preferred financing shares
Balance as of year-end
Number
of shares
(x 1,000)
268,415
329,000
January 1,
2017
3
494
497
January 3,
2016
3
494
497
million
3
3
