17. Capital stock and share-based plans 17.1 CAPITAL STOCK
Balance at January 1, 2011 Stock options exercised Capital increases (other) Other Balance at December 31, 2011 Stock options exercised Capital decreases (other) Other Balance at December 31, 2012
Number of shares
Issued capital stock (EUR)
Capital surplus (EUR)
Treasury shares (EUR)
Total (EUR)
26 992 015 320 370 52 643 0 27 635 028 9 000 0 0 27 644 028
37 887 625 446 205 73 895 0 38 407 725 12 532 0 0 38 420 257
125 421 486 667 405 276 707 0 126 365 598 43 987 -101 377 480 0 25 032 105
-8 654 536 0 0 42 115 -8 612 421 0 0 0 -8 612 421
154 654 575 1 113 610 350 602 42 115 156 160 902 56 519 -101 377 480 0 54 839 941
At December 31, 2012, 60.40% of IBA’s stock was trading on Euronext. Full details of the Group’s shareholders are set out in the section “The stock market and shareholders” on page 152 of this annual report. In 2012, the Group proceeded with a “share premium” reduction of EUR 101.4 million by clearing losses carried forward without cancelling shares. Despite the 2011 losses, provided that the agreement with SK Capital Partners is completed as intended, the Board of Directors had intended to propose a vote at the Shareholders’ General Meeting on a capital reduction via the distribution of share premiums amounting to almost EUR 5.0 million or 18 euro cents per share. The Board of Directors has decided to terminate the capital reduction initiated in 2012. Due to the losses recorded for the 2012 financial year, the Company shall not be able to distribute a dividend for this year.
17.2 STOCK OPTIONS AND SHAREBASED PAYMENTS Group employees and Management can purchase or obtain IBA stock through various stock option and stock plans. Option strike prices are set at the market price of the underlying stock on the date of grant. In the case of the stock plans, the benefit awarded is either the market value of the stock at the grant date or a discount of 16.67 percent on the value of the stock at the grant date. 116 // Annual report 2012
Stock ownership vests irrevocably on the date of grant. However, stock must be held for three years following grant. In the case of stock option plans, the fair value of the benefit awarded is measured using the Black & Scholes model, as described below. The benefit granted is recognized as an employee expense, and the share-based payment reserve is increased accordingly. During the period ended December 31, 2012, IBA had 9 stock option plans, including a new plan launched in 2012. Stock option plans launched from 2002 onwards have the following vesting scheme: 20 percent vesting at grant date + 1 year, 40 percent at grant date + 2 years, 60 percent at grant date + 3 years, 80 percent at grant date + 4 years and 100 percent at grant date +5 years. In 2005, the Group refunded a capital surplus of EUR 3.1 per share to its shareholders. Following this action, on March 13, 2006, IBA’s Board of Directors approved a reduction in the exercise price for IBA employee stock option plans launched in 2000, 2001, 2002, and 2004. Under IFRS 2, this re-pricing qualifies as a modification of the terms of options granted under the 2000, 2001, 2002, and 2004 plans. There is no impact of this change on the 2012 accounts (impact was EUR 0.03 million in 2011).