BinckBank

Binck Bank


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Notes to the consolidated balance sheet
31 December 2008
31 December 2007
x 1,000
x 1,000
28. Shareholders' equity
477,641
466,816
Issued share capital
7,709
7,709
A total of 77,093,508 ordinary shares were in issue, each with
a nominal value of € 0.10. The share capital is fully paid up.
On 14 December 2007, 46,256,105 shares were issued in connection
with a 3-for-2 rights issue at a price of € 8.32 per share.
Number of shares as at 1 January
77,093,508
30,837,403
Issue
-
46,256,105
Number of shares as at 31 December
77,093,508
77,093,508
Stichting Prioriteit Binck holds 50 priority shares (with a nominal
value of € 0.10 per share).
Share premium
392,395
392,395
The share premium is exempt from tax and in principle freely
distributable.
Treasury shares
(5,628)
(487)
Number
Amount
Number
Amount
Carrying amount as at 1 January
129,137
(487)
253,145
(956)
Issued to Management Board members and employees
(67,477)
254
(19,508)
74
Exercise of options
(34,073)
129
(100,000)
378
Reacquired from employees
1,275
(5)
(4,500)
17
Acquired through treasury share repurchase programme
1,024,580
(5,519)
-
-
Carrying amount as at 31 December
1,053,442
(5,628)
129,137
(487)
As at 1 January 2008, the number of treasury shares held was
129,137, acquired at an average purchase price of € 3.78. In 2008,
101,550 treasury shares were issued. The issued shares were
charged to other reserves at the average purchase price of € 3.78.
In 2008, 1,024,580 shares were acquired through the treasury share
repurchase programme at an average price of € 5.39 and 1,275
shares were acquired from an employee of Syntel who has left the
company at a price of € 3.78. The carrying amount of the
repurchased treasury shares as at year-end 2008 was measured at
the average purchase price of € 5.34. The change in equity in
respect of treasury shares reflects the amounts bought and sold.
The quoted share price as at year-end 2008 was € 5.45 (2007:
€ 10.11).
On 7 May 2008, a total of 30,500 shares were granted to members
of the Management Board and employees as a variable
remuneration element in respect of performance in 2007. The
expense was recognised in 2007. On the same date, 17,530 shares
were granted to the Management Board and employees as part of
the bonus share scheme forming part of the long-term
remuneration package, the award of which was made in respect of
the 2004 financial year. A change in remuneration policy resulted in
the buy-out in 2008 of accrued entitlements to bonus shares as
part of the long-term remuneration for the Management Board
and employees in respect of the years 2005­2007, by the issue of
19,447 shares. The associated costs were recognised in the years
2004 ­2007.
Share options
As at 31 December 2008, there were no outstanding options to
acquire shares of the company granted to members of the
Management Board and/or employees (year-end 2007: 34,073
shares). In 2008, options were exercised for 34,073 shares at a price
of € 2.30. In 2007, options were also exercised for 100,000 shares at
a price of € 2.24. No options were granted in 2008 and 2007 and
none expired.
Unappropriated profit
33,145
32,155
Carrying amount as at 1 January
32,155
24,009
Added to other reserves
(32,155)
(24,009)
Profit for the year
33,145
32,155
Carrying amount as at 31 December
33,145
32,155
Fair value reserve
8,832
(1,342)
Carrying amount as at 1 January
(1,342)
(649)
Unrealised gains on available-for-sale financial assets
19,252
-
Unrealised losses on available-for-sale financial assets
(4,857)
(930)
Realised gains and losses recognised through profit and loss
(292)
-
Tax on unrealised gains and losses on available-for-sale financial
assets
(3,929)
237
Carrying amount as at 31 December
8,832
(1,342)
The reserve comprises the fair value gains and losses, after tax,
on available-for-sale financial assets.
Other reserves
41,188
36,386
These comprise:
(I) Foreign currency translation reserve
70
209
(II) Other reserves
41,118
36,177
41,188
36,386
(I) Foreign currency translation reserve
Carrying amount as at 1 January
209
334
Movement
(139)
(125)
Carrying amount as at 31 December
70
209
The foreign currency translation reserve comprises exchange
differences arising on translation of the financial statements of
non-eurozone subsidiaries.
(II) Other reserves
Carrying amount as at 1 January
36,177
24,612
Rights to shares granted
58
535
Issue of shares to Management Board and employees
(254)
(74)
Proceeds from the sale of rights attaching to treasury shares
-
422
Exercise of options
(50)
(154)
Payment of final dividend
(11,560)
(8,874)
Payment of interim dividend
(15,413)
(4,299)
Shares reacquired from employees
5
-
Appropriation of profit for previous year
32,155
24,009
Carrying amount as at 31 December
41,118
36,177
Rights to shares
Bonus scheme for Syntel staff
As a result of the change in the remuneration
On acquisition of Syntel, a bonus scheme was
policy, the `free' shares granted as part of the
agreed with a group of Syntel employees. At the
long-term remuneration package were issued to
time of acceptance of this bonus arrangement,
the Management Board members on 7 May 2008.
each employee opted to be paid either in BinckBank
This led to the release of € 45,000 to income. A
shares (equity settlement) or in cash at an amount
provision of € 103,000 was also made in 2008 in
based on the BinckBank share price (cash
respect of rights to shares granted to Syntel staff.
settlement). This bonus will be recognised as an
expense provided the recipient remains an
Long-term bonus scheme
employee of Syntel for a period of four years, with
A long-term bonus scheme has been in operation
25% of the amount made available to each
since 1 January 2008 under which the Management
employee being released for each year in continued
Board and a group of staff are granted rights to
service. A total of 30,820 shares was issued to
fictitious shares, depending on the position of
Syntel staff under the equity-settled programme on
BinckBank relative to the Total Shareholder Return
29 December 2006. During the course of 2008, a
reference group. This grant may lead to a future
total of 1,275 shares were reacquired following the
payment in cash, depending on BinckBank's share
departure of Syntel employees. As at 31 December
price (cash settlement) on condition that the
2008, the remaining shares issued to Syntel staff
recipient remains an employee of BinckBank for
under the equity-settled programme totalled
three years following the grant. In 2008, 88,274
29,545.
fictitious shares were granted to the Management
Board and employees, in connection with which a
reserve of € 892,000 was made and charged to
income. The grant to the Management Board is
made subject to the approval of the general
meeting of shareholders to be held on 28 April
2009.