Page 66 - Loomis Annual Report 2017

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Administration Report
Loomis Annual Report 2017
coordinate their actions in matters concerning the composition of the Board, dividend policy, resolutions on amendments to the Arti- cles of Association or share capital, signi cant acquisitions or trans- fers and the appointment of the CEO. The shareholder agreement includes a provision on pre-emption rights if either of the parties chooses to sell Class A shares.
As of December 31, 2017 there were 53,797 Class B treasury shares. For further information on the number of shares issued, the quota value and breakdown of Class A and Class B shares, refer to Note 27 and Note 51. For information on the major shareholders, refer to the section under the heading “The share” on pages 44–45.
Sustainability Report for 2017
A Sustainability Report has been produced according to the Annual Accounts Act Chapter 6 Section 10. The Sustainability Report is available at www.loomis.com.
Events after the end of the year
On January 17, 2018 Loomis announced its acquisition of all of the shares in the limited partnership company KÖTTER Geldund Wertdienste SE & Co. KG (KGW”), which will be separated from the KÖTTER Group. KGW o ers domestic cash handling services and its head o ce is in Essen, Germany. The enterprise value is around EUR 14 million, equivalent to around SEK 140 million. KGW has around 800 employees and the annual revenue for 2017 is expected to amount to around EUR 45 million. The acquired operations will be reported in Segment Europe and consolidated into Loomis’ accounts on the transaction closing date, January 22, 2018. The purchase price was paid on closing. Due to acquisition and integration costs, the acquisition is expected to have a margin- ally negative impact on Loomis’ earnings per share for 2018.
On January 19, 2018 it Loomis announced its acquisition of Sequel International Logistics (USA) Inc. The enterprise value was around USD 2 million, equivalent to around SEK 16.5 million. The acquisition is not expected to have a material adverse impact on Loomis’ earnings per share for 2018.
Work on preparing an acquisition analyses for KÖTTER and Sequel is under way and preliminary acquisition analyses will be presented in the interim report for the rst quarter of 2018.
On February 14, 2018, Loomis announced that Kristo er Wad- man has been appointed Chief Innovation O cer and that he will assume his position by latest June 1, 2018. Loomis current CFO, Anders Haker, will assume a new position as the Group’s Chief Investor Relations O cer during the third quarter this year. Fur- thermore, Kristian Ackeby has been appointed the new CFO for Loomis and he will assume the position during the third quarter. Both Kristo er Wadman and Kristian Ackeby will be part of the group management team.
Other signi cant events after the end of the year
The Board has decided to propose that a resolution be passed at
the 2018 AGM on an incentive scheme (Incentive Scheme 2018). Similar to Incentive Scheme 2017, the proposed incentive scheme (Incentive Scheme 2018) will involve two thirds of the variable remuneration being paid out in cash the year after it is earned. The remaining one third will be in the form of Class B shares in Loomis AB which will be allotted to the participants at the beginning of 2020. The allotment of shares is contingent upon the employee still being employed by the Loomis Group on the last day of February 2020, other than in cases where the employee has left his/her posi- tion due to retirement, death or a long-term illness, in which case the employee will retain the right to receive bonus shares.
The principles of performance measurement and other general principles that are already being applied for the existing incentive scheme will continue to apply. Loomis AB will not issue any new shares or similar instruments as a result of this incentive scheme. To enable Loomis to allot these shares, it is proposed that Loomis
AB enters into a share swap agreement with a third party under which the third party acquires the Loomis shares in its own name and transfers them to the incentive scheme participants. The incen- tive scheme will enable around 350 of Loomis’ key employees to become shareholders in Loomis AB over time and will thereby increase employee participation in Loomis’ development, which will bene t all of the shareholders. To read the Board’s full incentive scheme proposal, refer to the notice of the AGM on www.loomis.com.
Outlook
The market for cash handling services continues to grow and in by far the majority of markets where Loomis operates, the volume of cash is growing in line with the economy. Increased interest among customers in reviewing the risk posed to their own personnel is also expected to drive Loomis’ business. Loomis is also able to manage the ow of cash more e ciently, resulting in cost savings for cus- tomers. No forecast is being provided for 2018.
Proposed appropriation of pro ts
The Board has decided to propose to the AGM a dividend of SEK 677,034,288 and May 7, 2018 as the record day for the dividend. It is the Board’s assessment that the proposed dividend will allow the Group to ful ll its obligations and make the necessary investments.
The Parent Company’s and the Group’s statements of income and balance sheets are subject to adoption by the AGM on May 3, 2018. The following funds are available for distribution by the AGM (SEK):
Retained earnings Share-based remuneration Net income for the year
Total
3,910,481,705 – 9,486,8861) 880,251,915
4,781,246,734
The Board proposes that the pro ts be appropriated as follows:
Dividend to shareholders (SEK 9.00/share) To be carried forward
Total
677,034,2882) 4,104,212,446
4,781,246,734
1) The change relates to the share swap relating to Incentive Schemes 2015 and 2016. 2) Calculated based on the number of outstanding shares on the balance sheet date.
The Board’s statement on the proposed dividend
In view of the Board’s dividend proposal above, the Board hereby gives the following statement according to Chapter 18, Section 4 of the Swedish Companies Act (2005:551).
Pursuant to the Board’s proposal regarding the appropriation of pro ts, the amount of SEK 4,781,246,734 is at the disposal of the AGM. Provided that the AGM 2017 resolves in accordance with the Board’s proposal, SEK 4,104,212,446 will be carried forward. After distribution of the proposed dividend, there will be full coverage for the Company’s restricted equity. The proposed dividend constitutes a total of 13 percent of the equity in the Company and 10 percent of the consolidated equity. Following the dividend, the equity/assets ratio will be 44 percent for the Company and 44 percent for the Group.
The equity has not increased or decreased as a result of valuation of assets or liabilities according to Chapter 4, Section 14a of the Annual Accounts Act.
The Board has considered the Company’s and the Group’s con- solidation requirements and liquidity through a comprehensive assessment of the nancial position of the Company and the Group, as well as the ability of the Company and the Group to discharge its obligations. The proposed dividend does not jeopardize the Compa- ny’s ability to make the investments that have been deemed neces- sary. The Company’s nancial position does not give rise to any other assessment other than that the Company can continue its