Subscribed capital and capital reserves
As at 31 December 2013, the Company’s share capital amounted to €98.9 million and was fully paid up. As at 31 December 2012, the nominal capital of KION Holding 1 GmbH was divided into 250,000 shares, each with a value of €2. Subscribed capital increased by a total of 98,650,000 no-par-value shares to 98,900,000 no-par-value shares due to entry of the capital increase in the commercial register in January 2013 and to three further capital increases and a stock split in connection with the IPO in June 2013. The total number of shares outstanding as at 31 December 2013 was 98.7 million no-par-value shares. At the reporting date, KION GROUP AG held 0.2 million treasury shares. There were changes to the share capital in the year under review for the following reasons:
In December 2012, the Shareholders’ Meeting of KION Holding 1 GmbH had approved a resolution to increase the share capital by €0.8 million to €1.3 million. The capital increase was not entered in the commercial register until 14 January 2013. In addition, capital reserves went up by €1,131.8 million.
The Shareholders’ Meeting on 25 April 2013 approved not only the change in legal form but also a resolution to increase the share capital by €62.7 million to €64.0 million from company funds. KION GROUP AG’s transformation and capital increase were entered in the commercial register on 4 June 2013.
On 11 June 2013, the Annual General Meeting of KION GROUP AG resolved to increase the share capital by €4.0 million to €68.0 million by way of a share issue. The new shares were issued in return for a non-cash capital contribution from Superlift Holding S.à r.l., Luxembourg (referred to below as Superlift Holding). The non-cash capital contribution from Superlift Holding took the form of all shares in Superlift Funding S.à r.l., Luxembourg (referred to below as Superlift Funding), and all rights and duties of Superlift Holding arising out of the agreement between Superlift Holding and Superlift Funding dated 30 September 2009 for a loan of €100.0 million (plus accrued interest of €17.0 million). The portion of the non-cash capital contribution that exceeded the capital increase (€114.0 million) was paid into the capital reserves. The aforementioned capital increase was entered in the commercial register on 19 June 2013.
In addition, the Annual General Meeting on 13 June 2013 approved a further resolution to increase the share capital by €13.7 million to €81.7 million by way of a share issue. Weichai Power (Luxembourg) Holding S.à r.l., Luxembourg, subscribed these shares. The capital increase was entered in the commercial register on 27 June 2013, as a result of which the share capital grew by €13.7 million and capital reserves went up by €314.7 million.
The share capital also increased due to the issue of shares to investors as part of the IPO. To this end, the Annual General Meeting of KION GROUP AG on 13 June 2013 resolved to increase the share capital of KION GROUP AG by a further €17.2 million to a total of €98.9 million by issuing new shares. An amount of €396.2 million was paid into the capital reserves.
Total transaction costs of €27.5 million were incurred in connection with the capital increases; €19.6 million of this total was directly attributable and was deducted directly from the capital reserves after subtraction of a tax benefit of €5.7 million.
Following the successful IPO, the KION Group began preparations for an employee share programme to enable staff members, initially those in Germany, to derive greater benefit from the success of the Company. As authorised by the Annual General Meeting on 13 June 2013, treasury shares were repurchased via the stock exchange for this purpose from 28 August 2013 onwards. By 26 September 2013, a total of 0.2 million treasury shares had been repurchased at an average price of €27.89. The total cost was €5.6 million.
The development of retained earnings is shown in the consolidated statement of changes in equity. The retained earnings comprise the net income (loss) for the financial year and past contributions to earnings by the consolidated companies, provided they have not been distributed.
Appropriation of profit
The Executive Board and Supervisory Board of KION GROUP AG will propose a dividend of €0.35 per share to the Annual General Meeting on 19 May 2014. As there are 98,700,000 dividend-bearing shares, this equates to a total dividend payout of €34.5 million. A total of 25 per cent of the net income accruing to the KION Group shareholders will therefore be distributed in dividends.
Accumulated other comprehensive income (loss)
Accumulated other comprehensive income (loss) includes the currency translation differences arising from the translation of the financial statements of foreign subsidiaries, the effects of the fair value measurement of derivative financial instruments, the share of profit (loss) of equity-accounted investments, and the gains and losses in connection with defined benefit pension obligations.
Non-controlling interests in companies in the KION Group amounted to €5.0 million (31 December 2012: €6.2 million).