AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 281)

100

101

F-40

13. Capital and reserves

a) Share capital

Number of shares

Founding

Ordinary

public

Ordinary

Class A

Ordinary

Class B

Sub-total

Treasury

Total

At December 31, 2009

6,250,000 22,109,080 10,854,465 10,854,466 50,068,011 - 50,068,011

Less: earn-out shares..

- - (1,250,000) (1,250,000) (2,500,000) 2,500,000 -

Sub-total ...................

6,250,000 22,109,080 9,604,465 9,604,466 47,568,011 2,500,000 50,068,011

Transfer of A and B shares

to public shares ..........

- 19,208,931 (9,604,465) (9,604,466) - - -

Treasury shares (250,000

shares from Founders.

(250,000) - (250,000) 250,000 -

Issued on exercise of war-

rants ...........................

- 168,013 - - 168,013 - 168,013

At September 30, 2010

6,000,000 41,486,024 - - 47,486,024 2,750,000 50,236,024

The A and B shares were issued on the acquisition of AEG PS on September 10, 2009. Both classes were re-

stricted for a period of 6 and 12 months respectively from the date of acquisition, during which time they could

not be traded. The restrictions on the A and B shares were lifted in March and September 2010 respectively.

The earn-out shares treated as Treasury shares relate to 2,500,000 shares (50% in class A and 50% in class B

shares) issued on acquisition of AEG PS for the purposes of an earn-out agreement entered into between the

Company and the former AEG PS shareholders. The earn-out shares are held in escrow. The earn-out is subject

to the achievement of certain adjusted EBITDA targets in respect of fiscal years 2009, 2010 and 2011. Any earn-

out shares not distributed to the former AEG PS shareholders will be returned to the Company and may be used

for other corporate purposes. The number of Treasury shares increased through the transfer of 250,000 of shares

from the Founders to the Company in settlement of certain acquisition-related expenses. The effect of the trans-

fer was to reduce goodwill on the acquisition of AEG PS and to reduce equity by the same amount.

At the Extraordinary General Meeting (EGM) held on May 7, 2010, the shareholders voted to set the issued

share capital of the Company at €12,520,006 by conversion of the same amount from the share premium ac-

count. The issued share capital of the Company was therefore fixed at €12,520,006 divided into 50,236,024

shares (including the 2,500,000 of shares shown above as treasury shares). The authorised share capital of the

Company was set at 150,240,072 shares.

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