Key legal information for shareholders in Norwegian public limited companies listed on the Oslo Stock Exchange.
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 ordinary general meeting of 21 April 2021 authorized the board of directors of Kitron ASA 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 by up to NOK 1 791 039.90. The authorization shall be valid until the Annual General Meeting in 2022, but no later than 30 June 2022. 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 the contribution of 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 mergers 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. The authority was exercised during December 2021. The Board used the authorization to increase the share capital by 1 791 039.90 NOK with the purpose of partly financing the acquisition of BB Electronics A/S. 17,910,399 New Shares were allocated in a Private Placement at a subscription price of NOK 19.50 per share, raising gross proceeds of approx. NOK 350 million. The new share capital was registered on 30 December 2021. The authorized share capital of the Company is therefore NOK 17 910 399.00.
AUTHORIZATION TO THE BOARD TO BY OWN SHARES
The ordinary general meeting on 21 April 2021 authorized the board of directors of Kitron ASA 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 a minimum of NOK 1 per share and a maximum of 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 that 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 2022 annual general meeting, but not longer than 30 June 2022. The authority had not been exercised on 31 December 2021.
Kitron’s dividend policy is to pay out an annual dividend of 20 to 60 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.
|2021||NOK 0.25 per share||10 February 2022||27 April 2022||28 April 2022||29 April 2022||On or about 16 May 2022|
|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 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 ensure 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.
The group’s interest-bearing debt attracts interest costs 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 on 31 December 2021 were as follows (amounts in NOK 1000):
|Total borrowings||999 477|
|Cash and cash equivalents||(428 035)|
|Net debt||571 442|
|Total equity||1 228 046|
|Total capital||1 799 488|
As of 31 December 2021 the total outstanding debt was NOK 999 477 million and split as follows (amounts in NOK 1000):
|Long term loans|
|Leasing debt||150 950|
|Bank loans||55 280|
|Debt to credit institutions
|Factoring debt||358 928|
|Leasing debt||46 544|
Outstanding debt split per currency (amounts in NOK 1000):
Carrying amount of assets provided as security (amounts in NOK 1000):
|Buildings and land||38 059|
|Machinery and equipment||108 879|
|Total||1 445 384|
The loan facilities with the company’s main bank include covenants relating to factors such as the company’s gearing ratio, earnings and loan-to-value ratio. The company complies with these covenants on 31 December 2021.
No prospectuses or information documents have been prepared in the last three years.