Kitron wishes to maintain open communications with its shareholders and other stakeholders. Shareholders and stakeholders are kept informed by announcements to the Oslo Børs and press releases. Kitron’s website www.kitron.com provides information on Kitron’s business and financial situation. Interim financial statements are presented at meetings open to the general public and are available as webcasts at www.kitron.com.
Kitron reports all manufacturing orders exceeding NOK 20 million. The group also reports smaller orders if these are of strategic importance or significant in any other way.
The corporate management is responsible for communication activities and investor relations and also facilitates direct contact with the chairman of the board and other board members.
AUTHORIZATION TO THE BOARD TO ISSUE SHARES
The board of directors of Kitron ASA is authorized to increase the share capital in accordance with the Norwegian Public Limited Liability Companies Act section 10-14 on the following conditions:
The share capital may, in one or more rounds, in total be increased with up to NOK 1 791 039.90. The authorization shall be valid until the Annual General Meeting in 2021, but no later than 30 June 2021. The shareholders’ pre-emptive rights according to the Norwegian Public Limited Liability Companies Act section 10-4 may be set aside. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company. The authorization encompasses share capital increase by contribution in any kind and the right to incur Kitron ASA with special obligations according to the Norwegian Public Limited Liability Companies Act section 10-2. The authorization encompasses resolutions on merger according to the Norwegian Public Limited Liability Companies Act section 13-5. The authorization is limited to encompass capital requirements or issuance of consideration shares in relation to the strengthening of Kitron ASA’s equity, acquisition of other companies or businesses, joint ventures or joint business operations, for remuneration to the members of the board of directors of Kitron ASA, for incentive schemes, and acquisition of property and business within Kitron ASA’s purpose. The board of directors decides on the other terms and conditions and is authorized to amend the articles of association as implied by the use of this authorization. This authorization replaces any previously granted authorizations for the board of directors to increase the share capital.
AUTHORIZATION TO THE BOARD TO BY OWN SHARES
The board of directors of Kitron ASA is authorized to acquire Kitron ASA’s own shares, for the purpose of ownership or charge, in accordance with the Norwegian Public Limited Liability Companies Act sections 9-4 and 9-5 on the following conditions:
The Board of Directors may acquire shares in Kitron ASA, on one or several occasions, provided that the total combined nominal value of the acquired shares after the acquisition must not exceed ten per cent of the share capital, i.e. up to a total nominal value of NOK 1,791,039.90. The authorization also includes contract liens in the shares of Kitron ASA. The authorization is not intended for use to facilitate or obstruct the success of a take-over bid where Kitron is the target company. Under this authorization, the board of directors may pay minimum NOK 1 per share and maximum the prevailing market price per share on the day the offer is made, provided, however, that the maximum amount does not exceed NOK 25 per share. Any and all previous authorizations were given to the board of directors to acquire own shares shall be, and hereby are, withdrawn with effect from the date this authorization is registered with the Norwegian Register of Business Enterprises. Shares acquired according to the authorization shall either be cancelled, used as remuneration to the members of the board of directors of Kitron ASA, used in incentive schemes or be used as consideration in connection with the acquisition of other companies or businesses, joint ventures or joint business operations, and acquisition of property and business within Kitron ASA’s purpose. This authorization shall be valid until the 2021 annual general meeting, but not longer than 30 June 2021.
Kitron’s dividend policy is to pay out an annual dividend of at least 50 per cent of the company’s consolidated net profit before non-recurring items. When deciding on the annual dividend the company will take into account the company’s financial position, investment plans as well as the needed financial flexibility to provide for sustainable growth.
|2020||NOK 0.35 per share||10 February 2021||21 April 2021||22 April 2021||23 April 2021||3 May 2021|
|2020||NOK 0.35 per share||10 February 2021||21 April 2021||5 October 2021||6 October 2021||22 October 2021|
|2019*||NOK 0.50 per share||12 February 2020||20 October 2020||29 October 2020||30 October 2020||1 December 2020|
|2018||NOK 0.40 per share||13 February 2019||30 April 2019||2 May 2019||3 May 2019||10 May 2019|
|2017||NOK 0.55 per share||15 February 2018||20 April 2018||23 April 2018||24 April 2018||4 May 2018|
|2016||NOK 0.25 per share||15 February 2017||25 April 2017||26 April 2017||27 April 2017||11 May 2017|
|2015||NOK 0.21 per share||10 February 2016||21 April 2016||22 April 2016||25 April 2016||4 May 2016|
|2014||NOK 0.05 per share||10 February 2015||21 April 2015||22 April 2015||23 April 2015||22 April 2015|
*) The ordinary general meeting on 23 April 2020 authorised the board of directors to resolve the payments of dividend based on the company’s approved annual accounts for 2019, cf. the Norwegian Public Limited Liability Companies Act section 8-2, second paragraph. The board of directors shall, when using the authorization, make its decision in accordance with the company’s approved dividend policy. The board of directors shall before each decision to approve the payment of dividends consider if the company, after the payment of dividends, will have sufficient equity and liquidity. The authorization is limited to a total amount of NOK 90 million and shall be valid until the next annual general meeting, but not beyond 30 June 2021.
The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the group may adjust the number of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Kitron’s debt strategy is to support the overall financial flexibility of the group and ensuring competitive terms and conditions on the group’s debt.
Kitron’s debt is a combination of long-term debt and short-term debt related to factored accounts receivable. The latter means that fluctuations in revenue impact the company’s liquidity. The group has overdraft facilities that cover expected liquidity fluctuations during the year. Implementation of IFRS 16 increased the lease liabilities during 2019
The group’s interest-bearing debt attracts interest cost at the market-based rate. Kitron has no financial instruments related to interest rates. The group does not hold any significant interest-bearing assets.
The gearing ratios at 31 December 2019 were as follows (amounts in NOK 1000):
|Total borrowings||988 295|
|Cash and cash equivalents||203 976|
|Net debt||784 319|
|Total equity||739 213|
|Total capital||1 523 532|
As of 31 December 2019 the total outstanding debt was NOK 988 295 million and split as follows (amounts in NOK 1000):
|Long term loans|
|Leasing debt||184 498|
|Bank loans||145 531|
|Debt to credit institutions
|Factoring debt||248 583|
|Leasing debt||45 656|
Outstanding debt split per currency (amounts in NOK 1000):
Carrying amount of assets provided as security (amounts in NOK 1000):
|Buildings and land||45 601|
|Machinery and equipment||132 461|
|Total||1 067 302|
The company’s financing agreements include covenants relating to such factors as the company’s equity and earnings.
No prospectuses or information documents have been prepared in the last three years.
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