Investor Presentaiton
84
A.P. Moller-Maersk Annual Report 2020
Note 11 Share capital and earnings per share
Development in the number of shares:
Financials
Consolidated financial statements
Notes index
Table 11.1
A shares of
DKK 1,000
DKK 500
DKK 1,000
B shares of
DKK 500
Nominal value
DKK million USD million
1 January 2019
Conversion
10,756,262
3
31 December 2019
10,756,265
232
-6
226
10,060,398
3
10,060,401
172
-6
166
20,817
3,774
20,817
3,774
Cancellation
156,977
627,938
Conversion
5
31 December 2020
10,599,293
-10
216
9,432,463
166
20,032
3,632
Development in the holding of own shares:
Table 11.2
Own shares
A shares
1 January
No. of shares of DKK 1,000
2020
2019
Nominal value DKK million
2020
2019
2020
% of share capital
2019
Amounts in USD million
=
785
142
0.27%
2.57%
Table 11.1
All shares are fully issued and paid up.
One A share of DKK 1,000 holds two votes. B shares have
no voting rights.
Adoption of resolutions regarding changes to the com-
pany's Articles of Association or increase or write-down
of the share capital requires that at least two-thirds of
the A share capital at the General Meeting shall be rep-
resented by persons entitled to vote and that at least
two-thirds of the votes cast shall be cast in favour of the
adoption of the resolution.
Apart from a resolution for the dissolution of the com-
pany, other resolutions at the General Meetings are passed
by simple majority, as long as legislation does not require
particular voting majority. Reference is made to the com-
pany's Articles of Association. In the event of an increase
of the company's share capital, the shareholders in the
given share class shall have a pre-emptive right to sub-
scribe for a proportionate share of the capital increase.
At the Annual General Meeting of A.P. Møller-Mærsk A/S
on 23 March 2020, the shareholders decided on the can-
cellation of treasury shares, whereby the share capital was
decreased. On June 2, 2020, the company's share capital
was reduced from nominally DKK 20,816,862,000 with
nominally DKK 784,915,000 in total, divided into 156,977
A shares and 627,938 B shares of DKK 1,000 to nominally
DKK 20,031,947,000 by cancellation of own shares.
The capital decrease took place at a premium at a price
of DKK 761.57 and DKK 809.51 for A and B shares, respec-
tively, cf. section 188(2) of the Danish Companies Act, cor-
responding to the average price at which the shares have
been repurchased. The amount from the capital decrease
has been paid out to the company as owner of the shares
as the amount was transferred from the company's capi-
tal reserves to the free reserves.
Table 11.2
The DKK 10bn share buy-back programme announced on
24 May 2019 was thereby concluded on 24 July 2020.
On 18 November 2020, A.P. Møller-Mærsk A/S decided to
initiate a share buy-back programme of up to DKK 10bn
(around USD 1.6bn) and a maximum of 1.79 million shares
to be acquired over a period of up to 15 months.
The share buy-back programme is initiated pursuant to
the authorisation granted to the Board of Directors by
the Annual General Meeting in 2019, which entitled the
company to acquire treasury shares at a nominal value
not exceeding 15% of the share capital at the market
price applicable at the time of acquisition with a devia-
tion of up to 10%.
The first phase of the programme will run from 1 December
2020 up to 29 April 2021. The shares to be acquired will be
limited to a total market value of DKK 3.3bn. A maximum of
158,586 A shares and 620,270 B shares can be acquired in
the first phase of the buy-back programme.
The share buy-back is carried out with the purpose to
adjust the capital structure of A.P. Moller - Maersk. Shares
which are not used for hedging purposes for the long-
term incentive programmes will be proposed cancelled
at the Annual General Meetings in 2021 and 2022.
A.P. Moller-Maersk has appointed Skandinaviska Enskilda
Banken ('SEB') as lead manager. SEB will execute the pur-
chase of shares on behalf of A.P. Moller - Maersk within
the announced limits and will make all share purchase
decisions independently and without the involvement of
A.P. Moller-Maersk.
No shares may be bought back at a price exceeding
the higher of i) share price of latest independent trade
and ii) the highest current independent bid at Nasdaq
Copenhagen at the time of trading.
The maximum number of A and B shares that may be pur-
chased on each business day may not exceed 25% of the
average daily trading volume of A and B shares, respec-
tively, on Nasdaq Copenhagen or other regulated markets,
on which the purchase is carried out, over last 20 trading
days prior to the date of purchase.
Disposals of own shares are related to the Share Option
Plans and the Restricted Shares Plan.
134,279
134
Addition
141,874
134,279
142
134
Cancellation
156,977
157
31 December
119,176
134,279
119
134
0.65%
0.69%
0.75%
0.59%
0.00%
0.65%
0.00%
0.65%
B shares
1 January
587,949
55,515
588
56
2.82%
Addition
567,493
537,143
567
537
2.83%
Cancellation
627,938
628
3.02%
Disposal
22,223
4,709
22
5
0.11%
31 December
505,281
587,949
505
588
2.52%
0.02%
2.82%View entire presentation