Share capital and authorisations
The number of shares was 125,596,092 and the share capital was EUR 1,000,000 on 1 January 2018. Caverion held 512,328 treasury shares on 1 January 2018.
After the execution of the Matching Share Plan 2018-2022 and the related share issues and transfers, the total number of registered shares in Caverion was 129,396,092 and Caverion held 3,264,451 treasury shares. More detailed information related thereto was published in stock exchange releases on 7 February 2018, 19 February 2018, 1 March 2018 and 8 March 2018.
On 15 June 2018 the Company announced that it had directed a share issue of 9,524,000 new shares in the Company to institutional investors. The total number of issued shares in the Company following the Share Issue is 138,920,092. Read more about the share issue here.
On 28 February 2019, Caverion conveyed 23,622 Caverion Corporation shares held by the company to a key person participating in the Restricted Share Plan. No new shares were issued in connection with the plan and therefore the plan had no diluting effect. Prior to the directed issue, Caverion held a total of 3,264,451 of its own shares, of which 3,240,829 own shares remain after the conveyance. The number of shares outstanding is 135,679,263 after the conveyance.
Authorising Caverion's Board of Directors to decide on share issues
The Annual General Meeting authorised the Board of Directors to decide on share issues. The authorisation may be used in full or in part by issuing a maximum of 12,000,000 Caverion shares in one or more issues. The Board of Directors may decide on a directed share issue in deviation from the shareholders’ pre-emptive rights. The Board of Directors would be authorised to decide to whom and in which order the shares will be issued. The authorisation can be used e.g. in order to strengthen the Company's capital structure, to broaden the Company's ownership, to be used as payment in corporate acquisitions or when the Company acquires assets relating to its business and as part of the Company's incentive programmes. In the share issues shares may be issued for subscription against payment or without charge. The Board of Directors is also authorised to decide on a share issue without payment directed to the company itself, within the limitations laid down in the Companies Act. The authorisation empowers the Board of Directors to decide on the terms and conditions of and measures related to the share issues in accordance with the Companies Act, including the right to decide whether the subscription price will be recognised in full or in part in the invested unrestricted equity reserve or as an increase to the share capital.
The share issue authorisation also includes the authorisation to transfer own shares that are in the possession of company or may be acquired. This authorisation applies to a maximum of 12,500,000 company’s own shares. The Board of Directors was authorised to decide on the purpose and the terms and conditions for such transfer. The authorisation is valid until March 31, 2019. The Board of Directors has used the authorisation during 2018. On 15 June 2018 the Company announced that it had directed a share issue of 9,524,000 new shares in the Company to institutional investors.
Authorising Caverion's Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares of the company
The Annual General Meeting of the Caverion Corporation, held on 26 March 2018, authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares. The authorisation covers the repurchase and/or acceptance as pledge of a maximum of 12,000,000 of the company´s own shares using the company's unrestricted equity, at fair value at the date of repurchase, which shall be the prevailing market price in the trading at the regulated market organised by Nasdaq Helsinki Ltd. The shares may be repurchased other than pro rata to the shareholders’ existing holdings. The share purchase will decrease the company’s distributable unrestricted equity. The authorisation is valid for eighteen months from the date of the resolution of the Annual General Meeting. The Board of Directors has not used the authorisation on the repurchase of own shares during 2018. As part of the implementation of the Matching Share Plan in 2018, the company accepted as a pledge the shares acquired by those key employees who took a loan from the company. As a result, Caverion had 654,312 Caverion Corporation shares as a pledge at the end of the reporting period on 31 December 2018.