Stock dividend issue price
Eurocommercial today announces the scrip issue price for its final dividend. Shareholders have the
option to take:
- A cash dividend
- New shares from the share premium reserve
- A combination of both in any proportion they wish
Those who take new shares from the share premium reserve instead of the proposed final cash
dividend of €1.06 per share, will receive 1 (one) new share for every 24 (twenty-four) shares held.
This is equal to a price of €25.44 per share or a percentage of 4.17 (the same percentage was used
for the July 2023 stock dividend) and is in line with Eurocommercial’s practice of pricing the new
shares higher than the prevailing stock price to avoid over-dilution of existing shares as much as
possible.
These new shares will rank pari passu with pre-existing shares in respect of the financial year 2024.
Investors have until Friday 28 June 2024 at 17.45 hours (CET) to make their choice known via their
financial institution. Financial institutions may set an earlier deadline for shareholders to make their
choice known in order to permit the financial institution to communicate these choices to the paying
agent ABN AMRO Bank N.V. If no instruction is given before 17.45 hours (CET) on 28 June 2024,
the dividend will be payable in cash only. The new shares will be issued on Friday 5 July 2024.
Shareholders should carefully consider whether to opt for a dividend in cash or stock, or a
combination of the two, and should calculate which option is most attractive taking into account their
individual circumstances.
A distribution of cash dividend is, in principle, subject to 15% Dutch dividend withholding tax (a lower
rate could be applicable under a tax treaty) while a distribution in new shares charged to the fiscal
share premium reserve of Eurocommercial is not. The announced scrip issue price will most likely
differ from prevailing stock prices on 5 July 2024, the distribution date and, therefore, may be less
or more attractive for a number of investors.
Due to the dividend distribution obligation associated with being a Dutch fiscal investment institution
(fiscale beleggingsinstelling) it may be possible that in the exceptional situation that all shareholders
jointly request to be paid out in new shares for more than 75% of the final dividend of €56.8 million,
2
such shareholders will then receive their new shares on a pro rata basis, whereby the remainder
being paid out in cash after deducting 15% Dutch dividend withholding tax.
The proposal to declare a total dividend over the financial year ended 31 December 2023 of €1.70
will be tabled for approval at the Annual General Meeting to be held on Tuesday 11 June 2024.
On 30 January 2024 an interim cash dividend of €0.64 per share was paid (representing 40% of the
total cash dividend distributed in the financial year 2023, in line with the Company’s dividend policy),
leaving a final cash dividend of €1.06 per share to be paid on Friday 5 July 2024. It is also proposed
that, subject to above mentioned limitations, the Company will offer shareholders the option of taking
new shares from the Company’s share premium reserve, instead of a final cash dividend of €1.06
per share at the issue price announced today and to be issued on Friday 5 July 2024.
Share buyback programme
Eurocommercial today also announces the start of a buyback programme of its shares for a
maximum amount of € 15 million. The programme will start on Thursday 13 June 2024 and will cease
on 29 November 2024, or as soon as the maximum amount of € 15 million is spent to buy back the
Company’s shares.
It is expected that the total number of shares to be bought back will range between 1.2% to 1.4% of
the issued share capital of the Company depending on the prices for which shares are bought back.
The objective of the buyback programme is to avoid any dilution as a result of offering stock
dividend to shareholders in 2024. Given the prevailing stock price, the Company expects the
buyback to be enhancing to earnings and net asset value per share.
On 30 January 2024 267,684 shares were issued as stock dividend and the number of shares issued
as stock dividend in connection with the final dividend will be clear on the issue date 5 July 2024 by
close of business and will be announced by press release on Monday 8 July 2024.
The buyback will be funded by existing cash and loan facilities. As the execution of this buyback
programme will depend on market conditions, the intended amount to be spent for buying back
shares under this programme may not be reached.
The Board of Management of the Company is authorized to buy back shares based on the
resolution adopted by the Annual General Meeting held on 13 June 2023.
The Company has engaged its Paying Agent, ABN AMRO Bank N.V., as an independent broker to
execute the buyback programme on its behalf via Euronext Amsterdam. The Paying Agent will act
independently from the Company under the so-called Safe Harbour Regulation of the EU.
An update on transactions executed under the buyback programme will be published on a weekly basis on the Company’s website.
Amsterdam, 7 June 2024
Board of Management
E.J. van Garderen
R. Fraticelli
J.P.C. Mills