DIVIDEND WITH STOCK OPTION

Transcription

1 Regulated information* Brussels, 8 June 2010 Information document DIVIDEND WITH STOCK OPTION I. Short summary of the main features of the dividend with stock option Three possible choices Coupon number 73 can be exchanged for: either cash or new shares or a combination of new shares and cash. Subscription price To obtain one new share, the net dividend rights linked to 20 number 73 coupons must be tendered. Subscription period From 8 June 2010 to 8 July :00 hrs CET The dividend payment you chose will be settled on 15 July Number of new shares Maximum 1,389,913 Amount of capital increase Maximum 6,949,565 euro Information document 8 June Page 1 of 9

2 Who can subscribe? Any shareholder possessing a sufficient number of number 73 coupons in dematerialised (coupons from physical shares would need to be dematerialized) or registered form. Shareholders who do not possess a sufficient number may not participate in the capital increase and will receive their dividend in cash. How to subscribe? The tender of net dividend rights linked to 20 number 73 coupons gives right to one new share worth 20. The option to tender dividend rights is limited to 1 per share. The net dividend surplus that results from the fiscal benefit linked to the VVPR strips ( ) or from an exemption from or reduction of withholding tax will be paid out in cash on 15 July Number 73 coupons may not be lowered or raised by purchase or sale on the stock exchange because this coupon is not quoted on the NYSE Euronext Brussels exchange, and can therefore not be traded. A contribution in cash is not possible either. Settlement and forms The dividend will be paid in cash, new shares or a combination of both on 15 July The new shares will be transferred to the shareholder in dematerialised or registered form. Coupons number 73 that have not been tendered by 16:00 hrs. CET on 8 July 2010 for the purpose of participating in the capital increase will no longer be entitled to new shares thereafter. Those coupons will be paid out in cash from 15 July 2010 onwards. Stock-market quotation The new shares will be quoted on NYSE Euronext Brussels, coupon number 74 attached. Participation in the result The new shares will participate in the results for the financial year starting on 1 January Information document 8 June Page 2 of 9

3 II. Detailed information 1. Introduction The General Meeting of 1 June 2010 approved a gross dividend of This means that 1 net per share and per share with VVPR strip will be paid out. The Board of Directors decided on 1 June 2010 to increase the capital through the tender of rights to the net dividend for 2009 subject to the conditions and modalities described hereafter. 2. Offer Tessenderlo Chemie NV offers shareholders with coupon number 73 a dividend with stock option by which those shareholders can acquire shares by tendering the net dividend rights linked to coupon number 73. This means that a shareholder can exchange coupon number 73 for: 3. Method either cash or new shares or a combination of new shares and cash. The capital increase can be subscribed by opting for payment of the dividend in the form of new shares at a predetermined subscription price during a specified subscription period. 3.1 The subscription price The subscription price per new share is 20 and the net dividend per coupon number 73 is 1. This means that 20 number 73 coupons must be tendered by the shareholder in order to acquire one new Tessenderlo Chemie NV share. The subscription price has been calculated as follows: (average stock exchange price of the share + average stock exchange price of the VVPR strips 2009 VVPR net dividend) x 90%. The stock exchange rate is the opening rate on NYSE Euronext Brussels over the four weeks preceding the General Meeting of 1 June The result of this calculation is rounded up/down to a multiple of the net dividend of 1 that is nearest to the calculated subscription price. Shareholders who do not have sufficient number 73 coupons to subscribe to the capital increase may receive the dividend only in cash. Topping up with cash is not possible. Information document 8 June Page 3 of 9

4 Purchasing additional number 73 coupons is not possible either, because coupon number 73 cannot be traded on the stock exchange. Shareholders who have as many registered shares (listed by name in the register of registered shares of Tessenderlo Chemie NV) as dematerialised shares (on a securities account) may globalise their positions under one of those forms. This means that coupon number 73 can be transferred from one form to the other. We advise shareholders to consult their financial institution for more information about transfer tariffs and terms before proceeding with globalisation. Holders of physical (in paper form) shares who wish to subscribe to the capital increase can either dematerialise coupon number 73 via a securities account with a financial institution of their own choice, or register them in as registered shares of Tessenderlo Chemie NV with Dexia Bank s Team Incentive Plans. 3.2 The subscription period The period for subscribing to the capital increase begins on 8 June 2010 and ends on 8 July 2010 at 16:00 hrs. CET. Shareholders who do not make a choice during this period will automatically receive the dividend in cash on 15 July Settlement of the dividend Dividends in cash, new shares or a combination of both will be settled on 15 July Fiscal benefit The overview shown below of the tax system applied to the distributed dividend in the form of shares is based on the Belgian regulation in effect at the time of writing this document. It does not take into account foreign tax systems. This overview cannot be considered as a comprehensive summary taking into account specific situations of shareholders. We recommend potential investors to take fiscal advice to get a better understanding of fiscal consequences related to their specific situation. Independent of the choice made by the shareholder (either cash or new shares), there is no impact on the calculation of the withholding tax. The withholding tax of 25% will be applied on the gross dividend of euro (unless an exemption or a deduction of withholding tax is applicable see below). Belgian residents who use their shares for private purposes are exempt from any further fiscal obligations via the withholding tax. It is only worthwhile declaring these revenues if when added to other revenues the total amount is more favourable. If you have no or little other income, you are entitled to ask to be reimbursed the withholding tax. For residents and non-residents who benefit from an exemption or limitation through national legislation or double-taxation treaties, the following withholding tax procedures will be Information document 8 June Page 4 of 9

5 applied: The normal withholding tax of 25% will in principle be deducted from the dividend paid out; however, a withholding tax of only 15% will be deducted if the shareholder submits the coupon of the share and the pertinent VVPR strip. An exemption or reduction of withholding tax will be applied if the required documents are submitted. Shareholders who are exempt from or benefit from a discount of 10% (holders of VVPR strips) on the withholding tax of 25% will receive this fiscal benefit in cash on 15 July This means that the shareholders exempt from the withholding tax will receive a surplus in cash from the number of number 73 coupons brought back multiplied by ( gross dividend minus 1 net dividend tendered) and that shareholders benefitting from a 10% discount on the withholding tax of 25% will receive a surplus in cash from the number of number 73 coupons tendered multiplied by ( net dividend with VVPR strip minus 1 net dividend tendered). 3.5 Financial service For participation in the capital increase, shareholders can seek assistance from: in the case of dematerialised shares (on a securities account), the financial institution where those shares are kept; in the case of physical shares (in paper form), the financial institution of their choice; in the case of registered shares (listed by name in the register of registered shares of Tessenderlo Chemie NV), Dexia Bank s Team Incentive Plans, as mentioned in the specific letter that those shareholders will receive from Dexia Bank. The financial service will be provided by ING Belgium with regard to the dematerialised and physical shares and by Dexia Bank with regard to the registered shares. This service is free of charge to the shareholder. 4. New shares At their meeting on 1 June 2010, the Board of Directors approved a capital increase of 6,949,565 maximum (book value of 5 x 1,389,913 new shares) through the issue of a maximum of 1,389,913 new shares. These shares will be of the same type as the existing shares (with VVPR strips), but with coupon number 74 attached. These new shares will share in the result as from 1 January For participation in this capital increase, the tender in kind consists of the tender of dividend rights of shareholders who are in possession of coupon number 73 of Tessenderlo Chemie NV. The amount of each contributed dividend right is limited to 1 per coupon number 73 brought in. Because it is a matter of rights to the net dividend for the 2009 financial year, the nominal value of the right is 1. This evaluation method is considered appropriate to a dividend with stock option. Information document 8 June Page 5 of 9

6 Taking the book value of 5 into account, each new share issued at the subscription price will give rise to a nominal capital increase of 5 and an allocation of the balance to a reserve account known as the "Issue Premium". The share capital will only increase in accordance with the actual number of shares subscribed. The effective and final number of shares that will be issued in this transaction will be determined by the Board of Directors or its authorised representatives, who will have the capital actually subscribed and the number of shares ratified in a notarised deed. The total number of subscribed shares will be quoted on NYSE Euronext Brussels and will be tradable immediately. The new shares will contain coupons number 74 and will be supplied with VVPR strips. Consequently, the shareholder will be able to benefit from the reduced withholding tax (15% instead of the usual 25%). 5. Costs All statutory and administrative costs relating to the capital increase will be borne by the company. Certain costs, such as those for changing the form of shares and/or number 73 coupons, will remain the responsibility of the shareholder. Shareholders are advised to consult their financial institution regarding these costs and regarding the transfer terms for the change of form. 6. Responsibility and suspension conditions 6.1 Company responsibility The Board of Directors wishes to give the shareholders the opportunity to obtain shares in exchange of coupon number 73, based on its desire to manage better the company s debt and to strengthen relations with the shareholder. 6.2 Suspension conditions The Board of Directors reserves the right to suspend the capital increase if, between the date of the decision by the Extraordinary General Meeting 1 June 2010 and 8 June 2010 the price of the share rises or falls considerably on NYSE Euronext Brussels in comparison to the subscription price set by the Board of Directors on 1 June 2010 or if between 1 and 8 June 2010 an economic, political, military, monetary or social event occurs that would significantly disturb the stock market. Information document 8 June Page 6 of 9

7 7. Additional information Stock exchange data on 31 December Number of shares 27,269,568 27,419,876 27,626,444 27,713,288 27,798,255 Minimum/Maximum prices Fixed ordinary share (EUR) 36.00/ / / / /28.17 Market continuous Closing price (EUR) Average daily volume 59,890 64,063 97, ,308 81,747 Velocity (in %)* Volume 15,391,688 16,336,185 24,935,571 26,446,820 20,845,534 * Sum of the velocities of the 12 months of the year Financial data per share as at 31 December (consolidated figures) Data per share (EUR) Value of shareholders equity Profit (+) / Loss (-) Net cash flow Net dividend per ordinary share Capital (millions EUR) Capitalisation at the end of the year (million EUR) Information document 8 June Page 7 of 9

8 Attached you will find three examples to illustrate the dividend with stock option. You can find this information document on the website Home and Investors Information for the Shareholder Dividend Information Document. You can find the special report of the Board of Directors' meeting of 1 June 2010 as well as the special report of the auditor on the website 8. Contact For shareholders with dematerialised or physical shares: The financial institution where your shares are kept or ING Belgium. For shareholders with registered shares: Team Incentive Plans of Dexia Bank. You can find these contact details in the letter that you receive from Dexia Bank. Enclosure: examples Information document 8 June Page 8 of 9

9 Enclosure: Examples The exchange of coupons for new shares is done on the basis of the net dividend without VVPR strip i.e., 1 (one euro). Subscription price per new share: 20 euro (= 20 number 73 coupons) Example 1: Shareholder 1 with 100 shares and 100 VVPR strips Shareholder 1 can exchange 100 number 73 coupons for: Either Euro (VVPR strip) = cash Or 5 new shares (100 coupons/20 coupons) (VVPR strip) cash Or 3 new shares + 40 cash (VVPR strip) cash. Example 2: Shareholder 2 with 19 shares and 10 VVPR strips Shareholder 2 can only opt for cash for 19 number 73 coupons because he is short of 1 coupon to subscribe to a new share. On 15 July 2010 his account will be credited with (10 shares at ) and 9 (9 shares at 1). If Shareholder 2 has yet another number of shares in another form, he can group the coupons thereof in order to subscribe to new shares. This grouping implies a transfer of number 73 coupons and is possibly liable to costs and a specific transfer delay, depending on the financial institution. We would thus advise Shareholder 2 to find out about this from his financial institution before giving the go-ahead for the transfer. Example 3: Shareholder 3 with 25 shares and no VVPR strips Shareholder 3 can exchange 25 number 73 coupons for: 25 cash 1 new share + 5 cash *The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market. Information document 8 June Page 9 of 9