Reebok 2012 Annual Report Download - page 243

adidas Group
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2012 Annual Report
Consolidated Financial Statements
221
2012
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04.8
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Notes
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Notes to the Consolidated Statement of Financial Position
25 Other non-current liabilities
Other non-current liabilities consist of the following:
Other non-current liabilities (€ in millions)
Dec. 31, 2012 Dec. 31, 2011
Liabilities due to personnel 9 11
Deferred income 23 25
Sundry 2 0
Other non-current liabilities 34 36
26 Shareholders’ equity
The nominal capital of adidas AG (“the company”) has remained
unchanged since December 31, 2011. As at the balance sheet date, and
in the period beyond, up to and including February 22, 2013, it amounted
to € 209,216,186 divided into 209,216,186 registered no-par-value shares
(“registered shares”) and is fully paid in.
Each share grants one vote and is entitled to dividends starting from
the beginning of the year it was issued. Treasury shares held directly or
indirectly are not entitled to dividend payment in accordance with § 71b
German Stock Corporation Act (Aktiengesetz – AktG). Neither at the
balance sheet date nor at February 22, 2013 does the company hold any
treasury shares.
Authorised Capital
The Executive Board of adidas AG did not make use of the existing
amounts of authorised capital of up to € 95 million in the 2012 financial
year or in the period beyond the balance sheet date up to and including
February 22, 2013.
The authorised capital of the company, which is set out in § 4 sections
2, 3 and 4 of the Articles of Association as at the balance sheet date,
entitles the Executive Board, subject to Supervisory Board approval, to
increase the nominal capital
until June 21, 2014
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by issuing new shares against contributions in cash once or several
times by no more than € 50 million and, subject to Supervisory Board
approval, to exclude residual amounts from shareholders’ subscription
rights (Authorised Capital 2009/I);
until July 4, 2014
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by issuing new shares against contributions in kind once or several
times by no more than € 25 million and, subject to Supervisory Board
approval, to exclude shareholders’ subscription rights (Authorised
Capital 2011);
until July 12, 2015
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by issuing new shares against contributions in cash once or several
times by no more than € 20 million and, subject to Supervisory Board
approval, to exclude residual amounts from shareholders’ subscription
rights and to exclude shareholders’ subscription rights when issuing
the new shares at a value not essentially below the stock market
price of shares with the same features (Authorised Capital 2010). The
authorisation to exclude subscription rights pursuant to the previous
sentence may, however, only be used to the extent that the pro-rata
amount of the new shares in the nominal capital together with the
pro-rata amount in the nominal capital of other shares which have been
issued by the company since May 6, 2010, subject to the exclusion of
subscription rights pursuant to or in accordance with § 186 section 3
sentence 4 AktG on the basis of an authorised capital or following a
repurchase, or for which conversion or subscription rights or conversion
or subscription obligations were granted after May 6, 2010, through
the issuance of convertible bonds and/or bonds with warrants, with
subscription rights excluded in accordance with § 186 section 3 sentence
4 AktG, does not exceed 10% of the nominal capital existing on the date
of the entry of this authorisation into the commercial register or – if this
amount is lower – as of the respective date on which the authorisation
is used.
Contingent Capital
The following description of the Contingent Capital is based on § 4
section 5 of the Articles of Association of the company as well as on the
underlying resolutions of the Annual General Meeting held on May 6,
2010. Additional contingent capital does not exist.
At the balance sheet date, the nominal capital is conditionally
increased by up to € 36 million divided into no more than 36,000,000
registered shares (Contingent Capital 2010). The contingent capital
increase will be implemented only to the extent that holders or creditors
of option or conversion rights or the persons obligated to exercise
option or conversion duties on bonds issued by the company or a
group company, pursuant to the authorisation of the Executive Board
granted by the resolution adopted by the Annual General Meeting of
May 6, 2010, up to May 5, 2015 and guaranteed by the company, exercise
their option or conversion rights or, if they are obliged to exercise
the option or conversion duties, meet their obligations to exercise
the warrant or convert the bond, or to the extent that the company
exercises its rights to choose to deliver shares in the company for the
total amount or partially instead of a payment and insofar as no cash
settlement, treasury shares or shares of another public-listed company
are used to serve these rights. The new shares shall be issued at the
respective option or conversion price to be established in accordance
with the aforementioned authorisation resolution. The new shares
shall carry dividend rights from the commencement of the financial
year in which the shares are issued. The Executive Board is authorised,
subject to Supervisory Board approval, to stipulate any additional details
concerning the implementation of the contingent capital increase.
The Executive Board of adidas AG did not issue shares from the
Contingent Capital 2010 in the 2012 financial year or in the period beyond
the balance sheet date up to and including February 22, 2013.
Convertible Bond
On March 14, 2012, the Executive Board, with the approval of the
Supervisory Board, made partial use of the authorisation of the
Annual General Meeting from May 6, 2010, and on March 21, 2012
issued a convertible bond due on June 14, 2019 in a nominal value of
€ 500 million via an offer to institutional investors outside the USA
excluding shareholders’ subscription rights. In principle, the conversion
rights are exercisable between May 21, 2012 and June 5, 2019, subject to
lapsed conversion rights as set out under § 6 section 3 or to the excluded
periods as defined by § 6 section 4 of the bond terms and conditions,