Reebok 2014 Annual Report Download - page 227

adidas Group
/
2014 Annual Report
Consolidated Financial Statements
223
2014
/
04.8
/
Notes
/
Notes to the Consolidated Statement of Financial Position
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, and (subject to an adjustment to the conversion
rights resulting from the dilution adjustment regulations set out under § 10 or a change of control in accordance
with § 13 of the bond terms and conditions) are convertible into 6,056,447 shares of the company. The conversion
price currently amounts to € 82.56 per share. The convertible bond bears an interest rate of 0.25% per annum.
Bondholders are entitled to demand early redemption of the bonds as of June 14, 2017. As of July 14, 2017,
adidas AG may conduct an early redemption of the bond, if, on 20 of 30 consecutive trading days, the share price
of adidas AG exceeds the current conversion price of € 82.56 by at least 30%. The bonds are listed on the Open
Market segment of the Frankfurt Stock Exchange.
Repurchase of adidas AG shares
The authorisation of the Executive Board to repurchase treasury shares, which was granted by the Annual General
Meeting on May 6, 2010 and which was not utilised, was cancelled by the Annual General Meeting on May 8, 2014.
At the same time, the Annual General Meeting granted the Executive Board a new authorisation to repurchase
treasury shares up to an amount totalling 10% of the nominal capital until May 7, 2019. The authorisation may be
used by the company but also by its subordinated Group companies or by third parties on account of the company
or its subordinated Group companies or third parties assigned by the company or one of its subordinated Group
companies.
Based on the authorisation to repurchase treasury shares granted by the Annual General Meeting on May 8,
2014, the adidas AG Executive Board commenced a share buyback programme on November 7, 2014. The
repurchased shares may either be cancelled (capital reduction) or else be used to meet obligations arising from
the potential conversion of the company’s € 500 million convertible bond due on June 14, 2019.
In November 2014, 1,881,836 shares were repurchased at an average price of € 62.89, corresponding
to a notional amount of € 1,881,836 in the nominal capital and consequently 0.90% of the nominal capital. In
December 2014, 3,007,306 shares were repurchased at an average price of € 60.41, corresponding to a notional
amount of € 3,007,306 in the nominal capital and consequently 1.44% of the nominal capital. Under the granted
authorisation, adidas AG repurchased a total of 4,889,142 shares for a total price of € 299,999,987 (excluding
incidental purchasing costs), i.e. for an average price of € 61.36 per share, in a first tranche between November 7,
2014 and December 12, 2014 inclusive. On December 12, 2014, the first tranche of the share buyback programme
was concluded. The company reserves the right to continue with or to resume the share buyback programme in
the future in alignment with the published parameters. For details
/
SEE DISCLOSURES PURSUANT TO § 315 SECTION 4 AND
§ 289 SECTION 4 OF THE GERMAN COMMERCIAL CODE, P. 131.
Changes in the percentage of voting rights
Pursuant to § 160 section 1 no. 8 AktG, existing shareholdings which have been notified to the company in
accordance with § 21 section 1 or section 1a of the German Securities Trading Act (Wertpapierhandelsgesetz –
WpHG) need to be disclosed.
The following table reflects shareholdings reportable as at February 13, 2015 which have been notified to the
company. The respective details are taken from the most recent voting rights notification received by the company.
All voting rights notifications disclosed by the company in the year under review and up to and including February
13, 2015 are available on the adidas Group website
/
WWW.ADIDAS-GROUP.COM/S/VOTING-RIGHTS-NOTIFICATIONS. The
details on the percentage of shareholdings and voting rights may no longer be up to date.