2.7 Principios de percepción
2.8.3 Asociaciones implícitas
18.1. Share capital
On December 31, 2011 the share capital is Ninety Million Six Hundred and Forty-one Thousand One Hundred and Nine Euros (€90,641,108.58) represented by two distinct classes of One Hundred Seven Million Six Hundred Twelve Thousands Five Hundred Thirty-eight (107,612,538) shares completely subscribed and disbursed:
Ninety Million Four Hundred Sixty-nine Thousands Six Hundred Eighty (90,469,680) Class A shares at the nominal value of One (1) Euro each, all in the same class and series, with each granting the holder a total of One Hundred (100) voting rights and which are ordinary shares of the Company (Class A Shares). Seventeen Million One Hundred Forty-two Thousands Eight Hundred Fifty-eight (17,142,858) Class B shares at the nominal value of One hundredth part (0.01) of a Euro each, all in the same class and series, each of which grants One (1) voting right and which afford its holder the privileged economic rights established in Article 8 of the Articles of Association (Class B Shares and, together with Class A shares, Shares with Voting Rights).The shares are represented through book entries and governed by the provisions set forth in the Stock Exchange Laws and other applicable legal provisions.
Shares A are listed on the stock exchanges of Madrid, Barcelona and the Network Stock Exchange System (Sistema de Interconexión Bursátil SIB) (a continuous stock market) since November 29, 1996.
In accordance with notifications received by the company and in compliance with reporting requirements to communicate shareholding percentages and the information received from relevant parties, shareholders with a significant holding as of December 31, 2011 and 2010 are as follows:
Shareholders Share % 2011 Share % 2010
Inversión Corporativa IC, S.A. (*) 49.90 (class A shares) 50.000 (A share) Finarpisa, S.A. (*) 6.02 (class A shares) 6.041 (A share) (*) Inversión Corporativa Group.
The Ordinary Shareholders’ Meeting held on April 10, 2011 agreed on share capital increase, previously set at Twenty-two Million Six Hundred Seventeen Thousands Four Hundred Twenty Euros (€22,617,420) represented with Ninety Million Four Hundred Sixty-nine Thousands Six Hundred Eighty (90,469,680) shares at the nominal value of Twenty-five hundredth (€0.25) of One Euro each, all in a single class and series, in Sixty-seven Million Eight Hundred Fifty-two Thousands Two Hundred Sixty Euros (€67,852,260), by increasing the unit nominal value from Twenty-five hundredth (€0.25) of One Euro to One Euro (€1.00) per share, charged against freely disposable profits, setting it at Ninety Million Four Hundred Sixty-nine Thousands Six Hundred Eighty Euros (€90,469,680) represented by Ninety Million Four Hundred Sixty-nine Thousands Six Hundred Eighty (90,469,680) shares completely subscribed and disbursed, of a unique class and series, of at a unit nominal value of One Euro (€1.00), numbered correlatively from One (1) to Ninety Million Four Hundred Sixty-nine Thousands Six Hundred Eighty (90,469,680) inclusive.
On October 4, 2011, Abengoa, S.A. reached an investment agreement with First Reserve Corporation (through a specific affiliate) hereinafter, First Reserve or FRC, a US Investment Fund specialized in Private Capital and Investments within the energy sector, by virtue of which it made a commitment to invest €300 M in Abengoa’s stock capital under the terms and conditions set forth in an investment agreement (hereinafter, the Investment Agreement).
The main economic terms of the investment agreement are as follows:
Abengoa issued 17,142,858 new class B shares at a nominal value of €0.01 per share, at a nominal price plus a premium of €17.50 per share through an exclusively class B shares stock capital split completely subscribed by FRC, but without any pre-emptive rights. These Class B shares make up 0.19% of the stock capital. FRC subscribes the Initial Increase for the equivalent of €300 M, payable in cash. FRC assumes the commitment not to sell the shares subscribed in the initial increase in Abengoa’s stock capital for a period up to two and a half years, rendering the investment as strategic, reinforcing Abengoa’s equity andsupporting the development of its current strategic plan. At the end of the period various formulas shall be established for the sale of its shares or the eventual exchange for Class A shares, at the option of Abengoa.
Meanwhile, Abengoa issues 4,020,124 warrants of Class B Shares, at an exercise price of €0.01, which aretransmissible, and which shall afford FRC the right to subscribe a Class B share from Abengoa for each warrant and to receive a cash sum equivalent to the dividend per share and other distributions, for a period of 5 years.
The participation of FRC on the Board of Directors of Abengoa. FRC shall be empowered to propose the appointment of a Board Member in the company, which will strengthen the Board of Directors of Abengoa. The Class B Shares, authorized by the General Assembly of the Shareholders of Abengoa held on April 10, 2011, are afforded the same economic rights as the Class A ordinary Shares, and a political voting right proportional to the nominal value of the share, €0.01/per share, that is 1/100 in comparison to that of Class A shares at a nominal value of €1.00 and 100 voting rights per share.The aforementioned capital increase, the per-share price or issuance rate, the issuance of the warrants and the exclusion of the pre-emptive rights received a favourable report from the Board of Directors of Abengoa (which holds the faculty of issuance by virtue of specific bestowment by the General Shareholders’ Assembly held on April 10, 2011) and was the object of a report issued by Kpmg S.L., an external auditor different from the Company’s financial statements auditor as required by the Capital Societies Law.
The FRC transaction was closed on November 4, 2011, following the completion of the conditions precedent and after obtaining the preliminary authorizations required.
On the other hand, as of July 25, 2011 Abengoa’s Board of Directors accepted the resignation presented by D. Daniel Villalba Vilá as member of the Board of this company, as independent member, (as well as president of the Appointment and Retribution Committee and vocal of the Audit Committee) due to the intensification of his other professional occupations which includes the appointment as member of the Board of Directors of Abengoa Solar, S.A. as vice-
president, in attention to his experience and knowledge in the energy sector and the company itself. This appointment and resignation comply with Corporate Governance standards, not being compatible both responsibilities.
Additionally, as of October 24, 2011 Abengoa’s Board of Directors agreed to appoint Mr Ricardo Martínez Rico as an independent director and Mr Alberto Aza Arias to the company’s international advisory board.
Dividends paid in July 2011 and 2010 were €18,094 thousand (€0.20 per share) and €17,189 thousand (€0.19 per share), respectively. In the next Ordinary Shareholders Meeting for the year 2012 a dividend in respect of the year ended
December 31, 2011 of €0.35 per share, amounting to a total dividend of €37,664 thousand is to be proposed, as approved by the Board of Directors. These financial statements do not reflect this proposed dividend.
18.2. Parent company reserves
The following table shows the amounts and movements of the Parent Company Reserves in 2011 and 2010:
Concept Balance as of
12.31.10
Distribution of
2010 Profits Capital increase
Other Movements Balance as of 12.31.11 Share Premium 110,009 - 278,743 - 388,752 Revaluation reserve 3,679 - - - 3,679 Other Reserves of the Parent Company: - Unrestricted Reserves 203,716 93,024 (46,767) (47,795) 202,178 - Legal Reserves 4,607 - - - 4,607 Total 322,011 93,024 231,976 (47,795) 599,216 Concept Balance as of 12.31.09 Distribution of
2009 Profits Capital increase
Other Movements Balance as of 12.31.10 Share Premium 110,009 - - - 110,009 Revaluation reserve 3,679 - - - 3,679 Other Reserves of the Parent Company: - Unrestricted Reserves 173,991 31,800 - (2,075) 203,716 - Legal Reserves 4,607 - - - 4,607
Total 292,286 31,800 - (2,075) 322,011
The amount corresponding to “Other Movements” for 2011 and 2010 is part of operations carried out with treasury shares.
The Legal Reserve is created in accordance with Article 274 of the Law on Public Limited Companies, which states that in all cases an amount of at least 10% of the earnings for the period will be allocated to this reserve until at least 20% of the share capital is achieved and maintained. The Legal Reserve may not be distributed and, if used to compensate losses in the event that there are no other reserves available to do so, it should be replenished from future profits.
On November 19, 2007, the company entered into an agreement with Santander Investment Bolsa, S.V. (liquidity agreement) for the purpose of backing the liquidity of the transactions with shares, the regularity in trading and the avoidance of variations caused by any factor other than the market trend, without interfering in the normal development of the market and in strict compliance with the Stock Market Regulations. Although said agreement fails to meet the conditions set forth in CNMV Circular 3/2007 of December 19, Abengoa has ensured voluntary compliance with the information requirements of set forth in Circular 3/2007. The CNMV has always been informed of the operations carried out under this agreement on a quarterly basis and these operations have always been published on the company’s website.
As of December 31, 2011 treasury stock under the liquidity agreement amounted to 2,913,435 shares (225,250 shares in 2010).
Regarding the operations carried out during the year, the number of treasury stock purchased amounted to 7,784,190 shares (10,276,598 shares in 2010) and treasury stock transferred amounted to 5,096,005 shares (10,196,803 shares in 2010), with a gain of €-2,144 thousand recognized in equity (€-1,144 thousand in 2010).
The proposed distribution of 2011 and 2010 profits and other reserves of the Parent Company as approved by the General Shareholders Meetings, is set out in the following table:
Distribution Bases Balance as of 12.31.11
Balance as of 12.31.10
Profit for the year 71,399 111,118
71,399 111,118 Distribution Balance as of 12.31.11 Balance as of 12.31.10 Legal Reserve 7,140 - Unrestricted Reserves 26,595 93,024 Dividends proposed 37,664 18,094 Total 71,399 111,118
18.3. Other reserves
Other Reserves include the impact upon reserves of the valuation of derivative instruments and available for sale investments at the end of the year.
The following table shows the balances and movements of Other Reserves by item for and between 2011 and 2010:
Concept Hedging
Reserves
Inv. Available-
for-Sale Reserves Total
Balance as of December 31, 2010 (101,283) 2,336 (98,947) - Gains/ (losses) on fair value for the year (123,437) (2,547) (125,984) - Transfer to profit and loss 7,578 - 7,578 - Tax effect 33,747 764 34,511 - Transfers between Other reserves and Retained Earnings 3,361 91 3,452
Balance as of December 31, 2011 (180,034) 644 (179,390)
Concept Hedging
Reserves
Inv. Available-
for-Sale Reserves Total
Balance as of December 31, 2009 (82,338) 1,185 (81,153) - Gains/ (losses) on fair value for the year (82,590) 1,207 (81,383) - Transfer to profit and loss 35,744 (59) 35,685 - Tax effect 15,206 18 15,224 - Transfers between Other reserves and Retained Earnings 12,695 (15) 12,680
Balance as of December 31, 2010 (101,283) 2,336 (98,947)
For further information on hedging activities, see Note 14.
18.4. Accumulated currency translation differences
The amount of accumulated currency translation differences for fully and proportionally consolidated companies and associates at the end of 2011 and 2010 is as follows:
Concept Balance as of
12.31.11
Balance as of 12.31.10
Currency translation differences: - Fully and proportionally consolidated companies 42,943 265,041 - Associated entities (1,589) 1,455
Total 41,354 266,496
The decrease in the accumulated currency translation differences is mainly due to the depreciation of the Brazilian Real against the Euro, to the sale of the 50% shares held in various Electricity Transmission Lines companies in Brazil (see Note 6.2) and to the deconsolidation of Telvent GIT, S.A. after the sale of its shares.
18.5. Retained earnings
The breakdown and movement of Retained Earnings during the 2011 and 2010 fiscal years are as follows:
Concept Balance as of 12.31.10 Dist. Of 2010 Profit 2011 Profit Other Movements Balance as of 12.31.11
Reserves in full & proportionate consolidated entities 461,984 87,001 - (57,875) 491,110 Reserves in equity method investments 8,352 9,043 - (72) 17,323 Parent company dividends and reserves - 111,118 - (111,118) -
Total Reserves 470,336 207,162
- (169,065) 508,433
Consolidated profits for the year 263,311 (263,311) 273,692 - 273,692 Profit attributable to non-controlling interest (56,149) 56,149 (16,282) - (16,282)
Profit attributable to the Parent Company 207,162 (207,162) 257,410 - 257,410
Total Retained Earnings 677,498 - 257,410 (169,065) 765,843
Amounts included under “Other movements” mainly refer to the acquisition of various non-controlling interests during the financial year (see Note 6.2), the effects of which have been entered in the net equity as required by the revised IFRS 3.
Concept Balance as of 12.31.09 Dist. Of 2009 Profit 2010 Profit Other Movements Balance as of 12.31.10
Reserves in full & proportionate consolidated entities 360,857 110,071 - (8,944) 461,984 Reserves in equity method investments 3,351 11,246 - (6,245) 8,352 Parent company dividends and reserves - 48,989 - (48,989) -
Total Reserves 364,208 170,306
- (64,178) 470,336
Consolidated profits for the year 202,738 (202,738) 263,311 - 263,311 Profit attributable to non-controlling interest (32,432) 32,432 (56,149) - (56,149)
Profit attributable to the Parent Company 170,306 (170,306) 207,162 - 207,162
Total Retained Earnings 534,514 - 207,162 (64,178) 677,498
Amounts included under “Other movements” mainly refer to the acquisition of the remaining percentage in STE Transmissora de Energía, S.A. and NTE Transmissora de Energía, S.A. whose effect has been recorded in equity as set out by the revised IFRS 3.
The Reserves in full and proportionate consolidated entities and equity method investments are as follows:
Business Unit Balance as of 12.31.11 Balance as of 12.31.10
F.C/P.C. E.M. F.C/P.C. E.M.
Engineering and Construction 473,566 (2,361) 326,516 (4,206) Concession-type Infraestructure (50,595) 7,189 (64,388) 5,051 Industrial Production 68,139 12,495 199,857 7,507
18.6. Non-controlling interests
The movements of the heading Non controlling interest for the years 2011 and 2010 are as follows:
Non-Controlling Interests Balance as of 12.31.11 Balance as of 12.31.10 Initial balance 440,663 368,274 Translation differences (14,736) 20,949 Charges in consolidation (33,628) (4,709) Fiscal Year Income Recognized 16,282 56,149
Total 408,581 440,663
Appendix VIII lists the Companies external to the Group which have a shareholding equal to or greater than 10% of a subsidiary of the parent company under consolidation.