Shares and shareholders

Approach

Bekaert is committed to provide transparent financial information to its shareholders. It is Bekaert’s intention to engage constantly in an open dialogue with its shareholders. Bekaert has always chosen to respond promptly to new international standards. The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS), which have been adopted by the European Union. Both private and institutional investors can count on our sustained commitment to transparent reporting, be it at shareholders’ or analyst meetings.

Share identification

The Bekaert share is listed on NYSE Euronext Brussels as ISIN BE0974258874 (BEKB) and was first listed in December 1972. The VVPR strip was listed as ISIN BE0005640140 (BEKS) until 3 January 2013, at which date the VVPR strips of all listed companies were removed from the listings. The ICB sector code is 2727 Diversified Industrials.

The Bekaert share in 2012

The Bekaert share took off well in early January 2012 and increased to an all year high of € 33.50 as a result of a general confidence in stock markets. This positive trend was reversed by the announcement of the restructuring plan in early February and of Bekaert’s 2011 full year results. These 2011 annual results outlined further explanations on the extent of the decline in the solar activities and its impact on Bekaert’s financial performance. They also highlighted the need and decision to implement a global, company-wide cost reduction program, with the intent to restore Bekaert’s long term profitability.

In early March, the announcement concerning the integration of the activities within the Chilean partnership into Bekaert’s consolidated perimeter resulted in a positive momentum for the share price. But shortly after, the financial markets globally turned negative amid serious macro-economic concerns over the state of the European economy. The Bekaert share price decreased more than the BEL20, the Belgian reference index.

A positive evolution of the share started halfway the second quarter, following the finalization of the social plan negotiations in Belgium and a better than anticipated first quarter trading update. The share price declined upon payment of the 2011 gross dividend. Macro-economic concerns on Europe cast a shadow on the financial markets and pushed the BEL20 index down to its lowest point since December 2011 on 1 June.

The Bekaert share price was further impacted due to its exit from the STOXX 600 and MSCI indexes, as the company’s market capitalization had gone below the minimum required level. The exit resulted in an immediate sale of shares from indexed funds. The share price decreased to a year’s low of € 17.21 on 14 June.

Bekaert announced its results of the first half of 2012 on 27 July. These results outlined the capability to reach stable sales volumes in difficult markets, but at the same time highlighted an uncertain outlook due to a global economic slowdown and the further decline of demand and price levels in the sawing wire market. Upon positive guidance by the European Central Bank, stock markets recovered. The Bekaert share price increased and reached a peak of € 24.43 on 14 September. 

During the fourth quarter, the Bekaert share price saw a pause in the upward trend. While financial markets progressed as a result of announcements of a Greek bailout, the share price dropped significantly after the company’s third quarter trading update. Lifted by the general financial markets’ year-end rally, the Bekaert share price finished at € 21.88 on 31 December.

Bekaert confirmed its membership in the BEL20 index and meets all index requirements. Bekaert is positioned as number 16 out of 20 companies, with a market capitalization of € 1.31 billion or a free float market capitalization of € 853 million (within the free float band of 65%) and a velocity of 144%.

Volumes traded

The average daily trading volume with 218 850 shares was about 24% lower compared to previous year as a consequence of the concerns of shareholders related to the sawing wire market collapse and economic evolutions in China. On 31 May 2012, the volume peaked: 2.3 million shares were handled in one day as a result of the low market capitalization and the immediate sale of shares from indexed funds (exit of STOXX 600 and MSCI index).

Bekaert closing prices and volumes in 2012

Bekaert versus Bel20®, NEXT100 and NEXT150

In the BEL20, Bekaert is ranked as number 16, with a market capitalization of € 1.31 billion, a free float market capitalization of € 853 million (61.87% and within the free float band of 65%), band adjusted velocity at 144% and a weight of 1.36 %

Bekaert versus Bel20® (2012)




Bekaert versus the NEXT100 and the NEXT150 (2012) 

 

Internationalization of the shareholder structure and significant participations

The shareholder structure shows a quite strong internationalization.

In connection with the entry into force of the Act of 2 May 2007 on the disclosure of significant participations (the Transparency Act) Bekaert has, in its Articles of Association, set the thresholds of 3% and 7.50% in addition to the legal thresholds of 5% and each multiple of 5%. An overview of the current notifications of participations of 3% or more can be found in the Parent Company Information section (interests in share capital).

The principal shareholders own 38.13% of the shares, while the identified institutional shareholders own 34.5% of the shares. Of the total number of Bekaert shares, 2.87% is in registered form.

Capital structure

As of 31 December 2012 the registered capital of the Company amounts to € 176 586 000, and is represented by 60 000 942 shares without par value. The shares are in registered or non-material form.

The number of VVPR strips is 12 672 945. The strips have lost their tax benefit as a result of the implementation of a uniform withholding tax rate of 25% on Belgian share dividends as from 1 January 2013. The VVPR strips were removed from the listing on 3 January 2013.

The total number of outstanding subscription rights under the SOP1 and SOP2005-2009 stock option plans and convertible into Bekaert shares is 619 184.

A total of 24 744 subscription rights were exercised in 2012 under the SOP1 and SOP2005-2009 employee stock option plans, resulting in the issue of 24 744 new Company shares and VVPR strips, and an increase of the registered capital by € 74 000 and of the share premium by € 336 477,16.

No purchases or cancellations of own shares took place in 2012. The Company held 939 700 treasury shares as of 31 December 2012, the same number as on 31 December 2011.

The second grant of options under the SOP2010-2014 plan took place on 20 February 2012, when 287 800 options were granted to members of the Bekaert Group Executive, senior management and a limited number of management employees of the Company and a number of its subsidiary companies. Each such option will be convertible into one existing Company share at an exercise price of € 25.14. A third offer of 274 100 options was made on 20 December 2012, and 267 200 of those options were accepted and were granted on 18 February 2013. Each option of the third series will be convertible into one existing Company share at an exercise price of € 19.20.

The SOP2010-2014 plan and its predecessor plans comply with the relevant provisions of the Act of 26 March 1999 and with Articles 520ter and 525, last paragraph, of the Companies Code. Detailed information about capital, shares and stock option plans is given in the Financial Review (Note 6.11 to the consolidated financial statements).

Bekaert’s dividend policy

It is the policy of the Board of Directors to propose a profit appropriation to the Annual General Meeting which, insofar as the profit permits, provides a stable or growing dividend while maintaining an adequate level of cash flow for investment and self-financing in order to support future growth. In practice, this means that the Company seeks to maintain a pay-out ratio of around 40% of the result for the period attributable to the Group over the longer term.

Appropriation of available profit

The Board of Directors will propose that the Annual General Meeting to be held on 8 May 2013 approve the distribution of a gross dividend of € 0.85 per share.

General Meetings of Shareholders

The Annual General Meeting was held on 9 May 2012. An Extraordinary General Meeting was held on the same day. The resolutions of the meetings are available at www.bekaert.com.
More detailed information is available in the Bekaert Shareholders Guide 2012 and at www.bekaert.com.