At the Annual General Meeting of Aspo Plc held on April 13, 2000,
the shareholders decided that a dividend of EUR 2 per share be
distributed in accordance with the proposal of the Board of
Directors. The dividend will be paid on April 27, 2000. The
Board’s proposals for a bonus issue and for special authorizations
of the Board were approved.
The shareholders approved the parent and consolidated income
statements and balance sheets for the financial period October 1-
December 31, 1999. The Board Members and CEO were released from
liability for the period. The number of the members of the Board
was confirmed at four instead of five as Mr. Teuvo Juuvinmaa
announced that he will resign his Board membership. Retiring Mr.
Matti Arteva and Mr. Kari Haavisto were re-elected as Board
Members for a term of two years. Mr. Kari Stadigh and Mr. Roberto
Lencioni will continue as Members of the Board. The authorized
public accounting firm SVH Pricewaterhouse Coopers Oy was
appointed auditor of the company. At the Board Meeting held
immediately after the Annual General Meeting the Board elected
Mr. Kari Stadigh as the Chairman of the Board and Mr. Matti Arteva
as the Vice-Chairman.
The Annual General Meeting approved the payment of a dividend
totalling EUR 0.5 per share and an additional dividend of EUR 1.5
per share on 4,385,208 shares outstanding. This brings the total
dividend to EUR 2 for each share, or a total of EUR 8,770,416.
A sum of EUR 16,957,235.75 will be held in the retained earnings
account and a sum of EUR 50,000 will be reserved for charitable
purposes to be distributed at the discretion of the Board. The
record date for the dividend is April 18, 2000 and the dividend
will be paid on April 27, 2000.
SUBSIDIARY BOARDS
The Annual Shareholders’ Meetings of the main Aspo subsidiaries
were held on April 13, 2000.
At the Annual Shareholders’ Meeting of ESL Shipping Oy, in which Aspo Plc has a 99.67 % stake, Mr. Gustav Nyberg was elected as Chairman of the Board, Mr. Roberto Lencioni as Deputy Chairman and Mr. Thomas Alopaeus and Mr. Hannu Höckert as Board Members. The shareholders of Aspokem Ltd elected Mr. Gustav Nyberg as Chairman, Mr. Roberto Lencioni as Deputy Chairman and Mr. Risto Heikkinen as Board Member. At the Aspo Systems Oy Annual Shareholders’ Meeting Mr. Gustav Nyberg was elected as Chairman, Mr. Roberto Lencioni as Deputy Chairman and Mr. Mikko Heikkinen as Board Member.
THE BOARD’S PROPOSALS WERE APPROVED
Bonus Issue
At the Annual General Meeting the shareholders decided in
accordance with the Board’s proposal that the company’s share
capital will be raised through a bonus issue from EUR 8,770,416 to
EUR 17,540,832 by transferring a sum amounting to EUR 8,770,416
from the unrestricted equity account to the share capital account
as follows:
A total of 4,385,208 new shares with a book value of EUR 2 per
share will be issued in connection with the bonus issue. All
shareholders registered on the record date in the company’s
shareholder register will be entitled to the new shares.
The record date is to be April 18, 2000.
In the bonus issue each shareholder will receive one (1) new share
for each (1) old share in his or her possession. The objective is
that the new shares will be entered in the book-entry accounts of
the shareholders as of April 19, 2000.
The rights and privileges associated with the new shares will be
effective from the date that the increase in share capital has
been registered.
All other questions and issues regarding the bonus issue and
related measures will be handled by the Board of Aspo Plc.
Share Issue Authorizations
The shareholders authorized the Board to make decisions to raise
the company’s share capital by one or several new share issues
and/or one or several convertible bond or stock option issues. In
connection with these issues the company’s share capital can be
increased by a maximum amount of EUR 1,315,562 through a maximum
subscription of 657,781 new shares with a book value of EUR 2 per
share, at a price and under terms and conditions to be determined
by the Board.
The shareholders further decided that this authorization entitles
the Board to deviate from the pre-emptive right of subscription
for new shares, provided that there are sound financial reasons
for the company to engagen in a deviation, such as the
strengthening of the company’s capital structure, the financing of
acquisitions or similar operational arrangements. The Board is
empowered to decide on the parties entitled to subscribe.
Deviations may not be made in order to benefit anyone belonging to
the inner circle of the company. The authorization also empowers
the Board to decide on the subscription of shares against apport
en nature or otherwise under special terms and conditions.
The authorization is valid for one year from the date of the
Annual General Meeting.
Repurchase of Aspo Shares
At the Annual General Meeting the shareholders approved the
Board’s proposal to authorize the Board to repurchase the
company’s own shares using distributable funds as follows:
The company may repurchase its own shares when acquiring
operationally-related assets, or when such assets are required in
connection with mergers and acquisitions, divestitures or other
corporate arrangements, capital restructuring programs or other
programs to be determined in type and scope by the Board.
The Board may also bring proposals before the shareholders
concerning the invalidation of repurchased shares.
The authorization to repurchase Aspo shares concerns a maximum of
219,260 shares, each with a book value of EUR 2.
The repurchasing of shares will be organized independently of the
current shareholder interests with the intermediation of the
Helsinki Stock Exchange.
The shares will be acquired at the prevailing, publicly quoted
market price at the point of purchase. Payment will be rendered in
accordance with Helsinki Stock Exchange procedures and the
settlement procedures of the Finnish Central Securities Depository
Ltd.
The shares are to be acquired using public brokerage because the
Company’s shares are publicly traded on the Helsinki Stock
Exchange and because the procurement of the shares is intended to
take place through public trading.
Since the shares to be repurchased represent less than 5 % of the
company’s shares and voting rights, their acquisition will not
have a significant impact on the holdings of the company’s other
shareholders, or on the distribution of voting rights within the
company. As of February 29, 2000 the company’s inner circle, as
defined by Finnish corporate legislation, possessed a total of
approximately 77 % of the company’s shares and votes. If their
holdings do not change during the authorization period and the
company repurchases the maximum permissible number of shares, the
corresponding share of these stockholders in the company’s
holdings and votes, in the aftermath of the share repurchasing
program and the bonus issue will be approximately 79 %. Since it
is the intention of the management to execute the repurchasing
program using the intermediation services of the Helsinki Stock
Exchange, through a public trading program, and without knowledge
of the identity of the sellers, the share of the inner circle in
the company’s share capital and voting rights can not be
forecasted in advance.
The repurchasing program will reduce the amount of funds available
for dividend distribution.
The authorization will remain valid for one year from the date of
the Annual General Meeting.
Authorization for Disposal of Repurchased Shares
The Annual General Meeting authorized the Board to administer the
disposal of a total maximum amount of 219,260 repurchased shares
in its possession as follows:
The Board was authorized to dispose of the repurchased shares to
whom ever and in what ever order it so chooses. The Board may
execute the disposal of the shares in a manner which differs from
the preferred status of shareholders in the acquisition of shares
held by the company, provided that there are solid financial
reasons of the company for doing so. The authorization precludes,
however, that these actions be taken in order to benefit the inner
circle of the company, as defined in Finnish corporate
legislation. The shares may be disposed of at once or in several
lots.
The company may dispose of its own shares when acquiring
operational assets, or when such assets are required in connection
with mergers and acquisitions, divestitures or other corporate
reorganizations or capital restructuring programs or other
programs to be determined in type and scope by the Board.
Acquisitions and other similar corporate arrangements will be
considered sufficient financial reason for suspending normal
shareholder rights pertaining to the preferred status of
shareholders in the acquisition of the company’s shares.
The authorization calls for the shares to be disposed of at a
price which is no lower than the publicly quoted market price at
the point of disposal, to be determined in the public trading
organized by the Helsinki Stock Exchange. The authorization also
includes a justification that payment for the shares can be
accepted in other forms than cash.
The authorization is in force for one year from the date of the
Annual General Meeting.
PROSPECTS FOR 2000
As of the beginning of 2000 we expect that the net sales of the
Chemicals Division will rise, with profitability remaining at the
same relative level as in fiscal 1999. This view is based on the
expectation that chemical prices will continue to rise, although
not as steadily as in 1999. Prices in plastic raw materials are
expected to be less stable. In addition, recovering market
conditions at the end of last year will allow our Baltic
subsidiaries to improve their performances, and this recovery
appears to be sustainable. Trading activity-related net sales
is expected to continue growing in 2000.
In the Shipping Division we expect freight volumes in the Baltic
area to increase over last year, generating higher net sales
volumes. In particular, we expect coal shipments to Finland to
rise after a year of record low levels. Getting the entire fleet
into operation in the Baltic Sea area will have a critical impact
on profitability and, as freight volumes increase, this will
become more probable. Once all of our vessels are sailing Baltic
routes we can optimize their operations and profitability will
improve.
In the Systems Division net sales will increase significantly
following the acquisition of the service station systems
operations made at the end of 1999. Fuel payment and dispenser
systems sales are expected to rise, particularly on export
markets. In Finland the share of technical service in net sales
will increase thanks to the acquisition and this will make it
easier to forecast future sales performances.
The performance of marine navigation systems in 2000 is more
difficult to forecast. 2000 will be a breakthrough year after a
sustained product development effort, and this will increase sales
potential, but it is very difficult to predict the effectiveness
of our international distribution channels.
Overall we expect the net sales of the Aspo Group to rise this
year and its operating profit to improve.