lenzing.com

Note 28. Equity

Share capital and capital reserves

The share capital of Lenzing AG totaled EUR 27,574,071.43 as at December 31, 2021 (December 31, 2020: EUR 27,574,071.43) and is divided into 26,550,000 zero par value shares (December 31, 2020: 26,550,000 shares). The proportion of share capital attributable to one share equals roughly EUR 1.04. Each ordinary share represents an equal interest in capital and conveys the same rights and obligations, above all the right to a resolved dividend and the right to vote at the Annual General Meeting. The issue price of the shares is fully paid in. No other classes of shares have been issued.

The Annual General Meeting on April 12, 2018 authorized the Managing Board – while at the same time canceling the resolutions regarding this matter of the Annual General Meeting of April 22, 2015 – subject to the approval of the Supervisory Board, to increase share capital by up to EUR 13,787,034.68 through the issue of up to 13,274,999 zero par value shares (“authorized capital”) – also in tranches – in exchange for cash and/or contributions in kind, within five years from entry in the commercial register. The proportion of authorized capital attributable to one share equals roughly EUR 1.04. This authorized capital was recorded in the commercial register on May 23, 2018.

In addition, a resolution of the Annual General Meeting on April 12, 2018 authorized the Managing Board – while at the same time canceling the resolutions regarding this matter of the Annual General Meeting of April 22, 2015 – to issue, subject to the approval of the Supervisory Board, convertible bonds by April 12, 2023 in one or several tranches that grant or provide for the subscription or conversion right or a subscription or conversion obligation for up to 13,274,999 shares of the company (“contingent capital”). They can be serviced through the contingent capital and/or treasury shares.

The Annual General Meeting on June 18, 2020 authorized the Managing Board – while at the same time canceling the resolutions regarding this matter of the Annual General Meeting of April 12, 2018 and subject to the approval of the Supervisory Board – to purchase treasury shares of the company for a period of 30 months starting on the day of the resolution. The treasury shares acquired by the company may not exceed 10 percent of the company’s share capital. The equivalent to be paid for the repurchase must be within a range of +/-25 percent of the weighted average closing price of the last 20 stock exchange days prior to the start of the corresponding repurchasing program of the Lenzing share. The Managing Board was also authorized to withdraw repurchased treasury shares without any further resolution by the Annual General Meeting subject to the approval of the Supervisory Board (including the authorization of the Supervisory Board to adopt changes to the articles of association resulting from withdrawing the shares), or to resell them and to determine the conditions of sale. This authorization can be exercised in full, in part and in pursuit of one or several objectives by the company, by a subsidiary (Section 189a no. 7 of the Austrian Commercial Code) or by third parties for the company’s account. In addition, the Management was authorized for a period of five years from the date of the resolution to adopt the sale of treasury shares in any manner permitted by law other than through the stock exchange or public offer, also excluding shareholders’ repurchasing rights (subscription rights), and to determine the conditions of sale.

The Managing Board did not utilize the authorizations in place on or up to December 31, 2021 to increase share capital, issue convertible bonds or repurchase treasury shares during the 2021 financial year.

The capital reserves represent appropriated reserves of Lenzing AG that may only be used to offset an accumulated loss by Lenzing AG. These reserves were created from the inflow of funds received by Lenzing AG from shareholders in excess of share capital.

Other reserves

Other reserves include all accumulated other comprehensive income and consist of the foreign currency translation reserve, the reserve for financial assets measured at fair value through other comprehensive income, the hedging reserve and actuarial gains/losses.

The amounts attributable to the components of other comprehensive income in 2021 and 2020 include the following:

Other comprehensive income
EUR '000

 

2021

2020

 

Before tax

Tax effect

After tax

Before tax

Tax effect

After tax

Consolidated subsidiaries

107,394

(4,418)

102,976

(111,317)

3,520

(107,796)

Investments accounted for using the equity method

79

0

79

(6,574)

0

(6,574)

Foreign currency translation reserve

107,473

(4,418)

103,055

(117,891)

3,520

(114,371)

 

 

 

 

 

 

 

Financial assets measured at fair value through other comprehensive income

33,014

(8,253)

24,760

(2,681)

670

(2,010)

 

 

 

 

 

 

 

Consolidated subsidiaries

(20,164)

865

(19,299)

(114,950)

2,918

(112,032)

Hedging reserve

(20,164)

865

(19,299)

(114,950)

2,918

(112,032)

 

 

 

 

 

 

 

Consolidated subsidiaries

(1,691)

429

(1,262)

633

(403)

230

Investments accounted for using the equity method

105

0

105

(106)

0

(106)

Actuarial gains/losses

(1,587)

429

(1,157)

527

(403)

124

 

 

 

 

 

 

 

Total

118,736

(11,377)

107,359

(234,995)

6,706

(228,289)

The hedging reserve developed as follows:

Changes in the hedging reserve
EUR '000

 

2021

2020

Gains/losses recognized in the reporting period from the valuation of cash flow hedges

 

 

From forward foreign exchange contracts

(25,474)

(112,750)

From other derivatives

2,137

(6,100)

 

(23,337)

(118,851)

 

 

 

Reclassification to profit or loss of amounts relating to cash flow hedges

 

 

From forward foreign exchange contracts

2,415

4,025

From other derivatives

758

(124)

 

3,173

3,901

 

 

 

Total

(20,164)

(114,950)

The fair value changes recognized in the reporting period from the valuation of cash flow hedges are mostly related to the hedging of foreign currency transactions for the construction of assets and the hedging of revenue in foreign currencies.

The above amounts from the reclassification to profit or loss of cash flow hedges from forward foreign exchange contracts are reported primarily under revenue as part of earnings before interest and tax (EBIT). The above amounts from the reclassification to profit or loss of cash flow hedges from other derivatives are reported under financial result.

Retained earnings

Retained earnings comprise the following:

Retained earnings
EUR '000

 

31/12/2021

31/12/2020

Unappropriated revenue reserves of Lenzing AG under Austrian law (Austrian Commercial Code – öUGB)

730,772

738,076

Accumulated profits of Lenzing AG under Austrian law (Austrian Commercial Code – öUGB)

115,493

0

Retained earnings of the subsidiaries, including the effect of adjusting the financial statements of Lenzing AG and its subsidiaries from local regulations to IFRS

360,095

454,724

Total (excl. other reserves)

1,206,359

1,192,800

The unappropriated revenue reserves of Lenzing AG can be released at any time and distributed to shareholders as part of accumulated profits. Austrian law only permits the distribution of dividends from accumulated profits as stated in the approved annual financial statements of the parent company prepared in accordance with the Austrian Commercial Code.

The following dividends were approved by the Annual General Meeting and paid to the shareholders of Lenzing AG:

Dividends of Lenzing AG resolved and paid

 

Total

Number of shares

Dividend per share

 

EUR ‘000

 

EUR

Dividend for the financial year 2020 resolved at the Annual General Meeting on April 14, 2021

0

26,550,000

0.00

Dividend for the financial year 2019 resolved at the Annual General Meeting on June 18, 20201

0

26,550,000

0.00

1)

The proposed dividend payout of EUR 1.00 as published in the consolidated financial statements 2019 was reevaluated due to the COVID-19 crisis.

The Managing Board proposes the following use of accumulated profits for 2021 as stated in the annual financial statements of Lenzing AG, which were prepared in accordance with the Austrian Commercial Code:

Proposal on the appropriation of accumulated profits for 2021
EUR '000

Lenzing AG closed the 2021 financial year with profit under Austrian law (öUGB) of

157,320

the allocation to (unappropriated) revenue reserves of

(41,828)

results in accumulated profit of

115,493

 

 

The Managing Board proposes the following appropriation of the accumulated profit:

 

Distribution of a EUR 4.35 dividend per share on eligible share capital of EUR 27,574,071.43 or 26,550,000 shares

115,493

Amount carried forward to new account

0

The dividend shown in the above proposal is subject to approval by the shareholders at the Annual General Meeting and is therefore still included in equity as at the reporting date.

Hybrid capital

In December 2020, a subordinated perpetual bond (hybrid capital) with a total volume of EUR 500,000 thousand and a coupon of 5.75 percent was issued. The hybrid capital has a perpetual tenor and can be called or re-deemed by Lenzing AG on December 7, 2025 at the earliest. Investors have no call rights. If the hybrid capital is not called, the hybrid capital will carry a changed interest rate from December 8, 2025 (then applicable 5-year swap rate plus a margin of 11.208 percent).

Interest will be due and payable in arrears on December 7 of each year unless Lenzing AG decides to defer such interest payment. Outstanding deferred interest must be paid under certain circum-stances, in particular when the Annual General Meeting of Lenzing AG resolves to pay a dividend.

The bond meets the criteria for equity pursuant to IAS 32 (Financial Instruments: Presentation). Accordingly, coupons are presented as part of appropriation of profits in the consolidated income statement. The hybrid capital led to directly attributable transaction costs after tax of EUR 3,418 thousand, which were offset against equity.

Non-controlling interests

Non-controlling interests represent the investments held by third parties in consolidated group companies. The group companies with non-controlling interests are listed in note 43 under “Consolidated companies”. These are companies in which the Lenzing Group holds a share of less than 100 percent and which are not reported under puttable non-controlling interests.

Non-controlling interests in equity include LD Celulose S.A. (LDC), Sao Paulo, Brazil, which is assigned to the Segment Division Pulp. The non-controlling interests in LDC totaled EUR 174,719 thousand as at December 31, 2021 (December 31, 2020: EUR 133,283 thousand). As at December 31, 2021, non-controlling shareholders held 49.0 percent (December 31, 2020: 49.0 percent) of the capital and voting rights in LDC, which is not publicly listed. After the completion of the plant, the core business of LDC will consist of the production and sale of dissolving wood pulp.

The following table provides summarized financial information on LDC in accordance with IFRS (100 percent):

Summarized financial information on LDC
EUR '000

 

31/12/2021

31/12/2020

Non-current assets

1,147,458

524,283

Current assets

98,960

114,065

Equity

356,570

272,006

Thereof equity attributable to shareholders of Lenzing AG

181,851

138,723

Thereof equity attributable to non-controlling interests

174,719

133,283

Non-current liabilities

806,748

304,099

Current liabilities

83,099

62,243

 

 

 

 

 

 

 

2021

2020

Revenue

10,586

6,000

Earnings before tax (EBT)

(19,971)

(16,077)

Total comprehensive income

52,568

(111,704)

Thereof net profit/loss for the year

(20,564)

(22,274)

Net profit/loss for the year attributable to shareholders of Lenzing AG

(10,488)

(11,359)

Net profit/loss for the year attributable to non-controlling interests

(10,076)

(10,914)

Thereof other comprehensive income

73,132

(89,430)

Other comprehensive income attributable to shareholders of Lenzing AG

37,297

(45,654)

Other comprehensive income attributable to non-controlling interests

35,835

(43,776)

 

 

 

Cash flow from operating activities

11,474

(15,118)

Cash flow from investing activities

(529,072)

(396,758)

Cash flow from financing activities

478,252

524,979

Change in cash and cash equivalents

(39,346)

107,682

 

 

 

Dividends paid to non-controlling interests

0

0

Non-controlling interests in equity include PT. South Pacific Viscose (SPV), Purwakarta, Indonesia, which is assigned to the Segment Division Fiber. The non-controlling interests in SPV totaled EUR 17,232 thousand as at December 31, 2021 (December 31, 2020: EUR 14,615 thousand). As at December 31, 2021, non-controlling shareholders held 8.13 percent (December 31, 2020: 11.92 percent) of the capital and voting rights in SPV, which is not publicly listed. The core business of SPV is the production and sale of wood-based cellulosic fibers.

The following table provides summarized financial information on SPV in accordance with IFRS (100 percent):

Summarized financial information on SPV
EUR '000

 

31/12/2021

31/12/2020

Non-current assets

221,551

208,333

Current assets

166,130

94,351

Equity

211,952

122,609

Thereof equity attributable to shareholders of Lenzing AG

194,720

107,994

Thereof equity attributable to non-controlling interests

17,232

14,615

Non-current liabilities

17,705

38,077

Current liabilities

158,025

141,997

 

 

 

 

 

 

 

2021

2020

Revenue

417,124

225,360

Earnings before tax (EBT)

(19,395)

(66,025)

Total comprehensive income

(9,643)

(80,742)

Thereof net profit/loss for the year

(25,827)

(67,454)

Net profit/loss for the year attributable to shareholders of Lenzing AG

(24,375)

(59,414)

Net profit/loss for the year attributable to non-controlling interests

(1,452)

(8,041)

Thereof other comprehensive income

16,184

(13,288)

Other comprehensive income attributable to shareholders of Lenzing AG

14,831

(11,704)

Other comprehensive income attributable to non-controlling interests

1,353

(1,584)

 

 

 

Cash flow from operating activities

(71,743)

9,915

Cash flow from investing activities

(29,474)

(11,233)

Cash flow from financing activities

98,004

(920)

Change in cash and cash equivalents

(3,214)

(2,238)

 

 

 

Dividends paid to non-controlling interests

0

0

The following shares of other comprehensive income are attributable to non-controlling interests in the subsidiaries of Lenzing AG:

Other comprehensive income attributable to non-controlling interests
EUR '000

 

2021

2020

Items that will not be reclassified subsequently to profit or loss

 

 

Remeasurement of defined benefit liability

(45)

6

Income tax relating to these components of other comprehensive income

10

(31)

 

 

 

Items that may be reclassified to profit or loss

 

 

Foreign operations – foreign currency translation differences arising during the year

13,533

(12,112)

Cash flow hedges – effective portion of changes in fair value recognized during the year and non-designated components

(6,858)

(49,404)

Income tax relating to these components of other comprehensive income

0

69

Other comprehensive income (net of tax)

6,640

(61,472)

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