ÅRSREDOVISNING INFORMATION REGARDING

Transcription

1 INFORMATION REGARDING ÅRSREDOVISNING 2014 REDEMPTION 2015 MR GREENPROCEDURE & CO AB (publ)

2 CONTENTS Terms and conditions in brief 3 Background and reasons 4 The Board of Director s proposal in brief 5 Important dates 5 Description of process 6 Terms and instructions 7 Financial effects 8 Tax issues in Sweden 9 Q & A 13 DEFINITIONS AktieTorget: AktieTorget AB, Corp. Reg. No Euroclear: Euroclear Sweden AB, Corp. Reg. No Mr Green & Co, Company, Group: Mr Green & Co AB (publ), Corp. Reg. No , including subsidiaries OTHER INFORMATION ISIN code for redemption shares: New ISIN code for Mr Green & Co shares after split: Ticker for redemption shares: Trading venue for the redemption share: SE SE MRG IL AktieTorget FINANCIAL CALENDAR 2015 Annual General Meeting: 23 April 2015 Interim report Jan Mar 2015: 8 May 2015 Interim report Apr Jun 2015: 14 August 2015 Interim report Jul Sep 2015: 6 November

3 TERMS AND CONDITIONS IN BRIEF After the motion is passed at the Annual General Meeting on 23 April 2015, each share of Mr Green & Co will be split into two shares (known as a 2:1 share split), of which one is designated the redemption share. Redemption shares are automatically redeemed at the price of SEK 1.30 per redemption share. Payment is expected to be made on 8 June The redemption procedure will be implemented automatically no action on the part of shareholders is required in order to receive the redemption amount. The record date of the share split and the right to obtain redemption shares is 13 May Trading in redemption shares will take place at AktieTorget during the period of 18 May 1 June For tax purposes, it may be advantageous for shareholders who are not domiciled in Sweden to sell their redemption shares during the trading period. For questions regarding the redemption procedure, please contact Mr Green & Co by info@mrgco.se. This information leaflet does not constitute an offer, but serves to provide information about the Board of Directors proposal regarding capital distribution to the holders of Mr Green & Co shares by means of an automatic redemption procedure. The purpose of this information leaflet is to provide the holders of Mr Green & Co shares with information prior to the Annual General Meeting on 23 April 2015, which is proposed to pass motions concerning the automatic redemption procedure. Information about the Board of Directors complete motions for resolution concerning an amendment of the Articles of Association, the share split, the reduction of share capital and restitution of share capital is available at the Company and from its website, and will be sent to any shareholders who request the information and who provide their postal or address. This English version of information regarding redemption procedure is an uncertified translation and in the event of any inconsistency between the English text and the Swedish text, the Swedish text shall prevail. 3

4 BACKGROUND AND REASONS In 2014, Mr Green & Co significantly outgrew the market, which means that the Company is continuing to capture market shares. Game win increased by 36 % compared with the preceding year and amounted to SEK million (483.5). EBITDA excluding items affecting comparability totalled SEK million (106.8), up 26.2 %. EBITDA including items affecting comparability amounted to SEK 22.8 million (102.2), which was mainly due to negative items affecting comparability of SEK million (neg: 4.7), largely attributable to a provision of SEK million due to the Austrian tax dispute. At the end of 2014, the Group s cash and cash equivalents totalled SEK million. For this reason and in line with the Company s dividend policy, the Board of Directors proposes that the Annual General Meeting pass a resolution regarding a transfer of approximately SEK 46.6 million, corresponding to SEK 1.30 per share, to shareholders through a share-redemption programme. The proposed capital transfer is in line with the dividend policy adopted by the Company, in accordance with which the ambition is to enable Mr Green & Co s regular capital transfer to reach up to 50 % of the Group s unrestricted cash flow, provided that the cash flow is not required for implementing the Company s strategy or for securing extra reserves, should capital market conditions so require. For additional information about the share-redemption programme, refer to this information leaflet. Stockholm, April 2015 Mr Green & Co AB (publ) Board of Directors 4

5 THE BOARD OF DIRECTOR S PROPOSAL IN BRIEF The Board of Directors proposes that the Annual General Meeting on 23 April 2015 resolve to transfer capital to holders of Mr Green & Co shares by means of an automatic redemption procedure. The proposal entails the splitting of each share into two shares (through what is known as a 2:1 split), of which one share, the redemption share, will be automatically redeemed through the receipt of SEK 1.30 per redemption share. The proposal entails a total capital transfer of approximately SEK 46.6 million to shareholders. Shareholders who are registered in the registry maintained by Euroclear on the record date of 13 May 2015 will receive redemption shares. The final day of trading for Mr Green & Co shares, including the right to obtain redemption shares, is 11 May After receiving the redemption shares, shareholders may choose between two of the options below: OPTION 1 Obtain payment of SEK 1.30 per redemption share. This is automatically implemented unless option 2 is chosen. OPTION 2 Sell the redemption shares on AktieTorget during the period of 18 May to 1 June For tax purposes, it may be advantageous for shareholders who are not domiciled in Sweden to sell their redemption shares during the trading period, instead of allowing them to be automatically redeemed. IMPORTANT DATES 23 APRIL 2015 Annual General Meeting resolves on automatic redemption procedure. 11 MAY 2015 Final day for trading in Mr Green & Co shares prior to the share split, including the right to redemption shares. 12 MAY 2015 First day for trading in Mr Green & Co shares after the share split, excluding the right to redemption shares. 13 MAY 2015 Record date for share split and the right to redemption shares. 18 MAY 1 JUNE 2015 Trading in redemption shares via AktieTorget. 3 JUNE 2015 Record date for the withdrawal of redemption shares. 8 JUNE 2015 Expected payment of redemption proceeds to holders of redemption shares. 5

6 DESCRIPTION OF PROCESS BEFORE After the Annual General Meeting s (AGM) resolution is passed on 23 April 2015, each Mr Green & Co share is split into two shares, of which one is designated the redemption share. AFTER Redemption shares are automatically redeemed at the price of SEK 1.30 per redemption share. 100 MR GREEN & CO SHARES 100 MR GREEN & CO SHARES 100 MR GREEN & CO SHARES 100 MR GREEN & CO REDEMPTION SHARES SEK 130 IN CASH ILLUSTRATIVE EXAMPLE You are registered as an owner of 100 Mr Green & Co shares on the record date of the share split. The assumed share price in this example totals SEK 37 per share. Your shares are thus worth: 100 Mr Green & Co shares x SEK 37 = SEK 3,700 Upon the launch of the redemption procedure, each share will be split into a Mr Green & Co share and a redemption share. The theoretical share price for the Mr Green & Co share after the split is expected to be approximately SEK 35.70, i.e. the difference between the share price prior to the split (SEK 37) and the value of the redemption share (SEK 1.30). Your shareholdings will thus appear as follows: 100 Mr Green & Co shares x SEK = SEK 3, redemption shares x SEK 1.30 = SEK 130 Mr Green & Co will subsequently redeem your redemption shares for SEK 1.30 in cash per redemption share. This will take place automatically without the need for any actions on your part, as a shareholder. Upon completion of the redemption procedure, your shareholdings will appear as follows: 100 Mr Green & Co shares x SEK = SEK 3,570 Cash payment for 100 redemption shares x SEK 1.30 = SEK 130 Consequently, you will have the same number of Mr Green & Co shares as you did prior to the redemption procedure and will have obtained SEK 1.30 in cash for each redemption share. This example does not take into consideration any tax effects that may arise in connection with the share redemption. Refer also to Tax issues in Sweden and Q & A. Redemption shares will be traded at AktieTorget during the period of 18 May 1 June 2015, at which time holders of redemption shares may sell such shares. 6

7 TERMS AND INSTRUCTIONS SHARE SPLIT AND REDEMPTION Holders of Mr Green & Co shares who are registered with Euroclear on the record date of the share split on 13 May 2015 are entitled to redemption shares. Each Mr Green & Co share is split into two shares, of which one is designated the redemption share in the Euroclear system. The redemption shares entitle an automatic cash-payment settlement of SEK 1.30 per redemption share. THE FINAL DAY FOR TRADING WITH THE RIGHT TO REDEMPTION SHARES The final day for trading in shares that include the right to obtain redemption shares is 11 May As of 12 May 2015, shares that are traded exclude the right to obtain redemption shares. RECORD DATE Euroclear s record date for the splitting of Mr Green & Co shares and the right to redemption shares is 13 May 2015, after which the redemption shares are reserved in each shareholder s securities (VP) account. Shareholders are sent a VP notification stating the number of redemption shares received. Euroclear s record date for the withdrawal of redemption shares is 3 June REPORTING OF REDEMPTION PROCEEDS In connection with the payment of redemption proceeds, the registered redemption shares will be removed from the shareholders securities account. No separate VP notification will be sent regarding the removal of redemption shares. Payment of redemption proceeds of SEK 1.30 as a cash reimbursement for each redemption share is expected to be paid on 8 June The settlement is paid through Euroclear into the yield account that is connected to the securities account. A VP notification is sent to shareholders as confirmation of the payment. NOMINEE-REGISTERED SHARES Holders of Mr Green & Co shares, whose holdings are registered in the name of a nominee, for example, a bank or stockbroker, will obtain redemption shares and settlement in accordance with the information from their respective nominee. HOLDERS OF SHARES WHO ARE NOT A TAX RESIDENT IN SWEDEN Shareholders who are not domiciled in Sweden for purposes of taxation and who participate in the redemption procedure and consequently have their shares redeemed are normally liable for the payment of Swedish withholding tax; refer to the section, Tax issues in Sweden. The withholding tax may be withdrawn from such shareholders in conjunction with the payment of redemption proceeds, provided that there are no other tax regulations in the country where the holder has his/her shares. TRADING IN REDEMPTION SHARES Trading in redemption shares will take place on AktieTorget during the period of 18 May 1 June 2015, under the ticker MRG IL and ISIN code SE Note that the Mr Green & Co share will receive a new ISIN code upon completion of the share split. The new ISIN code is SE

8 FINANCIAL EFFECTS FINANCIAL EFFECTS OF SHARE-REDEMPTION PROCEDURE FOR MR GREEN & CO AB The following is a description of the impact of the proposed redemption procedure on the Group s and Parent Company s capital, with 31 December 2014 as the starting point. The balance sheet items below are reported in accordance with IFRS. FINANCIAL EFFECTS OF SHARE-REDEMPTION PROCEDURE FOR THE GROUP Before Adjustment Pro forma Key figures at 31 December 2014 redemption for redemption after redemption Equity, SEK thousand Equity/Assets ratio* 66,4 % -1,1 % 64,8 % * Equity at the end of the period as a percentage of total capital at the end of the period. CHANGE IN EQUITY, GROUP (SEK THOUSAND) Equity at Before Share Bonus Pro forma 31 December 2014 redemption 2:1 Split redemption issue after redemption Share capital Share premium reserve Translation reserve Retained earnings Total equity No. of shares CHANGE IN EQUITY, PARENT COMPANY (SEK THOUSAND) Equity at Before Share Bonus Pro forma 31 December 2014 redemption 2:1 Split redemption issue after redemption Share capital Share premium reserve Shareholders contribution Retained earnings Total equity No. of shares

9 TAX ISSUES IN SWEDEN The following is a summary of certain tax implications in Sweden that may arise from the proposed share split and redemption for holders of Mr Green & Co shares. The information in this summary is based on the assumption that shares (original shares and redemption shares) of Mr Green & Co are to be considered as market-listed 1. This summary of tax implications is intended solely as general information for shareholders who are fully tax resident in Sweden, unless otherwise stated. Consequently, each holder of shares is advised to consult a tax advisor for information on specific tax implications that may arise from the proposed share split and redemption procedure, such as tax legislation in other countries and the applicability of tax agreements or other special rules. This summary is based on legislation that was applicable at the time this information was issued and is not intended to exhaustively address all tax issues that may arise from the proposed share split and redemption procedure. For example, this summary does not address the rules that may apply to what is termed, qualified shares. Furthermore, it does not cover situations where the shares are held by partnerships or where the shares are held as current assets in a business operation. Neither does it touch upon provisions applicable to standardised tax assets, such as assets within the framework of what are referred to as an investment savings account or endowment insurance. Special regulations that may be applicable for certain specific types of shareholders are also not covered, such as investment companies, investment funds, foundations and non-profit associations. SHARE SPLIT AND RECEIPT OF REDEMPTION SHARES The share split and receipt of redemption shares do not result in any taxation. On the other hand, the exercise or other divestment of redemption shares may result in capitalgains taxation; refer to the section below, Exercise and sale of redemption shares. EXERCISE AND SALE OF REDEMPTION SHARES Private individuals Private individuals are normally taxed on capital income for capital gains that may arise in connection with the sale or exercise of market-listed shares. The normal tax rate is 30 % of the capital gain. The capital gain or loss through the divestment of shares is computed as the difference between the reimbursement (sales proceeds or redemption proceeds), minus the selling expenses and acquisition value of the shares. The acquisition value of shares refers to the costs for acquiring shares. When shares are divested, the averaging method is normally applied in computing the acquisition value of the shares. This means that the average acquisition cost for all shares of the same type and class as the divested share is to be applied. Redemption shares and remaining shares are not considered to be of the same type and class in the application of the averaging method. The amount is to be calculated taking into account changes in holdings that have occurred. As an alternative to the averaging method, the standard method may be applied for market-listed shares and other market-listed partial-ownership rights. This method means that the acquisition cost may be calculated as 20 % of the sales or redemption proceeds received, after deduction for any selling expenses. In the case of Mr Green & Co, the redemption share will be listed on AktieTorget during the trading period of 18 May 1 June Shares on AktieTorget are considered to be listed on the market if they are objects of continuous, generally available market listing on the basis of market trading. 9

10 In the case of a share split with redemption shares, the acquisition cost of the original shares is distributed among the original shares and redemption shares. Mr Green & Co intends to apply for general advice and notification from the Swedish Tax Agency regarding the portion of acquisitions costs for original Mr Green & Co shares that should be considered as accruing to the remaining shares and redemption shares; refer to Acquisition expenses for redemption shares below. As a rule, capital losses are deductible up to 70 % on all taxable capital income. However, capital losses on market-listed shares and other market-listed partial-ownership rights (with the exception of shares in investment funds that solely comprise Swedish claims) may be deducted in their entirety from taxable capital gains on such assets and on unlisted shares in Swedish limited-liability companies and foreign legal entities. The possibility to offset capital losses on unlisted shares of Swedish limited-liability companies and foreign legal entities is limited to fivesixths of the loss. LEGAL ENTITIES For limited liability companies and economic associations, capital gains on shares held for business purposes are not normally subject to taxation, and losses on such shares are normally not deductible. Unlisted shares that are capital assets are regarded as shares held for business purposes. Listed shares that are capital assets are regarded as shares held for business purposes if the holdings correspond to 10 % or more of the votes for all the shares of the company, or if the shares are a consequence of the business. Listed shares are also subject to a requirement on a certain holding period. For limited liability companies and others legal entities, capital gains on shares that are subject to taxation are to be taxed as income from business activities at a rate of 22 % for the financial year commencing on 1 January 2013 or later. To calculate the capital gain or loss, refer to the section Exercise and sale of redemption shares, Private individuals. If the capital losses are attributable to both market-listed partial-ownership rights and unlisted shares, the losses incurred for market-listed partial-ownership rights are to be deducted prior to the losses for unlisted shares. Any remaining capital loss on market-listed partial-ownership rights or unlisted shares in Swedish limited-liability companies and foreign legal entities that could not be deduced in accordance with the above is deductible against any other capital gains in the amount of 70 % and fivesixths of 70 %, respectively. If a deficit arises in the income class capital, a reduction of tax is allowed on income from employment and business, as well as property tax and municipal property charges. A tax reduction of 30 % is granted on the portion of such deficit that does not exceed SEK 100,000 and 21 % on the remaining portion. Such deficit cannot be carried forward to future taxation years. 10

11 ACQUISITION COST FOR REDEMPTION SHARES The acquisition cost for the original shares is normally distributed among the redemption shares and remaining shares, based on their market values at the time of the separation of the redemption shares. The distribution is determined by the Swedish Tax Agency through general recommendations and notifications. Information about the Swedish Tax Agency s general recommendations and notifications is expected to be available at the agency s website: and Mr Green & Co s website: se, during summer If redemption shares have also been acquired through methods other than a share split, the acquisition value is calculated for all the redemption shares in accordance with the averaging method, whereby the actual acquisition cost will form the basis of the calculation for the shares that were not obtained through a share split. Redemption shares and remaining shares are not considered to be of the same type and class in the application of the averaging method. EXAMPLE Note that the amounts in the example below are assumptive. A holder of 100 Mr Green & Co shares with an average acquisition cost of SEK 30 per share immediately prior to the share split. Suppose that the lowest price paid on the day of trading with the share prior to the split and the separation of the redemption share is SEK 37, that the redemption shares are listed on the market and that the lowest price paid on the first day of trading in redemption shares is SEK In addition, suppose that in light of this development, the Swedish Tax Agency, in its coming general recommendations and notifications, determines that approximately 3.5 % (SEK 1.30 divided by SEK 37) of the acquisition cost of the original Mr Green & Co share is to be attributable to the redemption share and that the remaining approximately 96.5 % is to be attributable to the remaining share. The acquisition cost for the redemption share will thus be SEK 1.05 (3.5 % of SEK 30). The remaining share is thus designated an acquisition cost of approximately SEK (96.5 % of SEK 30). Consequently, if the redemption shares are divested (through sale or exercise) for SEK 1.30 per redemption share, this will result in a total capital gain of (SEK 1.30 x 100) (SEK 1.05 x 100) = SEK 25. HOLDERS OF SHARES WHO ARE NOT A TAX RESIDENT IN SWEDEN WITHHOLDING TAX For holders of shares who are not fiscally domiciled in Sweden and who are not conducting business from a permanent establishment in Sweden, repayment upon reduction of share capital through redemption is regarded as a dividend, which normally results in withholding taxes in Sweden being charged to redemption proceeds. The rate of withholding tax is 30 % and is based on the entire reimbursement obtained through the redemption procedure. The withholding tax is frequently reduced through tax agreements that Sweden has entered with other countries to avoid double taxation. Deduction for the withholding tax is normally implemented by Euroclear or, regarding nominee-registered shares, by the nominee. The liability for withholding tax arises when reimbursement for redemption shares has been declared payable. However, it should be noted that withholding taxes 11

12 should not be withdrawn for divestments of redemption shares occurring prior to the redemption date. In connection with redemption, shareholders are entitled to obtain reimbursement from the Swedish Tax Agency for the withholding tax based on the amount corresponding to the acquisition value, meaning either the acquisition cost for redemption shares or, provided that the share is listed on the market, 20 % of the reimbursement obtained on exercise. The acquisition cost should be calculated in accordance with the principles provided in the example. Application for reimbursement shall be submitted in writing to the Swedish Tax Agency by no later than the close of the fifth calendar year after the dividend date. For shareholders who are legal entities domiciled within the EU, Swedish withholding tax is normally not charged if the shareholder holds 10 % or more of the subscribed capital in the redeeming company and meets certain additional conditions. In addition, since the beginning of 2012, some foreign collective investment undertakings are normally exempt from withholding taxes in Sweden. INCOME TAX Private individuals who are not a tax resident in Sweden are normally not taxed in Sweden on the sale of shares. According to a special rule, however, an individual residing outside Sweden may nonetheless, under certain circumstances, be taxed in Sweden on the sale of Swedish shares if the individual during the calendar year in which the sale took place or at any time during the most recent ten-year period was domiciled or lived in Sweden permanently. The application of this rule may be limited to a certain degree through tax agreements that Sweden has entered with other countries. Foreign legal entities are normally not subject to tax on capital gains on Swedish shares unless the gain is attributable to a permanent establishment in Sweden. 12

13 Q & A WHY IS MR GREEN & CO AB PROPOSING AN AUTOMATIC SHARE REDEMPTION? Mr Green & Co has high ambitions regarding the transfer of capital to shareholders. The proposed capital transfer is in line with the dividend policy adopted by the Company, in accordance with which the ambition is to enable Mr Green & Co s regular capital transfer to reach up to 50 % of the Group s unrestricted cash flow, provided that the cash flow is not required for implementing the Company s strategy or for securing extra reserves, should capital market conditions so require. WHY DOESN T MR GREEN & CO INVEST THE MONEY IN ITS OPERATIONS INSTEAD? The assessment of the Board of Directors is that the Company s liquidity is and will continue to be good and that operations can be developed with existing liquidity, even after implementation of the proposed redemption procedure. WHAT DOES AN AUTOMATIC SHARE REDEMPTION ENTAIL? An automatic redemption entails that the shares that are designated redemption shares in the Euroclear system upon completion of the share split are automatically redeemed at a predetermined cash reimbursement, without the need for shareholders to take any actions. It is a simple and efficient manner of transferring funds to the shareholders. DO I, AS A SHAREHOLDER, NEED TO DO ANYTHING? Assuming that the Annual General Meeting on 23 April 2015 passes the motions in accordance with the Board of Directors proposals, you, as a shareholder, are not required to do anything. Mr Green & Co will then automatically redeem your redemption shares for a cash reimbursement of SEK 1.30 per redemption share. WHEN IS THE RECORD DATE? The record date of the share split and the right to obtain redemption shares is 13 May Those who are registered as shareholders on the record date of 13 May 2015 will receive redemption shares in accordance with the terms of the automatic redemption procedure. The record date for the withdrawal of redemption shares in exchange for settlement is 3 June Shareholders who on 3 June 2015 hold redemption shares in their securities or custody account will receive a settlement in accordance with the terms of the automatic redemption procedure. WHEN IS THE FINAL DAY FOR PURCHASING SHARES OF MR GREEN & CO AND OBTAINING REDEMPTION SHARES? The final day for trading in the Mr Green & Co shares that include the right to obtain redemption shares is 11 May WHAT ARE MY OPTIONS AS A SHAREHOLDER? After the motions are passed at the Annual General Meeting on 23 April 2015, you may partake in the redemption procedure without any further action. The redemption shares you obtain will be automatically redeemed through a cash reimbursement of SEK 1.30 per redemption share. Alternatively, you may sell your redemption shares prior to the completion of the redemption procedure. Trading in redemption shares will take place on AktieTorget during the period of 18 May 1 June HOW MANY SHARES WILL I HAVE? You will hold the same number of Mr Green & Co shares after the completion of the redemption procedure, provided that you have not purchased or sold any Mr Green & Co shares. The redemption shares that are created through the share split will all become objects of automatic redemption. HOW WILL MR GREEN & CO S SHARE PRICE BE IMPACTED? It is impossible to predict in detail how the share price will be impacted after the share split and redemption procedure. Theoretically, the price of the Mr Green & Co share may fall corresponding to the redemption amount, meaning by SEK 1.30 per share. This change in share price should occur one trading day prior to the record date for the share split, i.e. 12 May

14 WHY IS THE REDEMPTION PROCEDURE AUTOMATIC? An automatic redemption procedure is relatively simple and cost efficient, since it occurs automatically and does not require any measures from shareholders. WHAT TAX EFFECTS WILL THE REDEMPTION PROCEDURE ENTAIL? The tax effects for you as a shareholder depends on your specific situation. The general tax effect for Swedish shareholders and holders of shares who are not tax resident in Sweden is described under the section, Tax issues in Sweden. If you require additional information about tax effects that is specific to you, you should consult a tax advisor. 14

15 MR GREEN & CO AB (publ) SIBYLLEGATAN 17 4TR STOCKHOLM SWEDEN