Swap contracts concerning fixed-rated debt measured at fair value amount to an unrealized capital gain of DKK 1,252 thousand (2006: DKK 1,210 thousand). The amount is included in other receivables and in equity.
If interest rates had been 0.5% higher/lower and all other variables were held constant the negative/positive impact would have been DKK 4,488 thousand (2006: 3,596 thousand) on our net income for the year.
We do not have any significant credit risks related to one customer. We sell components to companies which are well positioned on national and international markets. These companies are considered to be reputable companies. All outstanding trade accounts receivable are from reputable companies. We continuously evaluate customers and business associates and when facing significant credit risks the need for security / guarantee or credit insurance coverage is considered.
The maximum credit risk is related to trade accounts receivable and its corresponding carrying value at each period end.
Forward exchange contracts are made with reputable credit institutions.
No changes have been made to our strategy, guidelines and procedures for control of capital structure and management in 2007.
Notes to the Consolidated Financial Statements (cont’d)
NOTE 21 - Related Parties
Related Parties to Sonion A/S, with a Controlling Influence:
None.
Other related parties: Related parties to Sonion A/S with significant influence are shareholders and our Board of Directors, Executive Board and management employees.
| | | | | |
Shareholder:
| | Domicile
| | Stake
| |
Pulse Denmark ApS | | Denmark | | 100% | |
Transactions with related parties:
We have a warrant program for our Executive Board and management employees, see note 22.
No other transactions have been conducted with the Board of Directors, the Executive Board, other management employees, major shareholders or other related parties, apart from intra-group transactions, which have been eliminated in the Consolidated Financial Statements, and ordinary management remuneration, see Note 19.
NOTE 22 - Share-Based Payment
We have established two warrants programs, of which one expired on December 31, 2005 (“2005 program”) and the other expires on December 31, 2008 (“2008 program”). Both programs can only be utilized by subscribing for shares in our company (“Equity program” as defined in IFRS 2).
2005 Program
The program expired on December 31, 2005. 8,372,450 warrants out of 15,393,156 issued warrants were exercised and used for subscription for shares in our company at a price of 7.73 per share.
Following the exercise of the warrants and subscription for shares our company through Sonion Roskilde A/S, a wholly owned subsidiary, bought back 7,470,418 shares in our company at a price equal to the subscription price with an agreement to adjust the price to the price, which the majority shareholders would obtain upon selling or listing the shares of our company, provided that the sales or listing would take place by December 31, 2007 at the latest. This potential purchase price adjustment did not become effective by December 31, 2007 since we had not been sold or listed by this date.
2008 Program
The program was established in 2005 and authorizes the warrant holder to subscribe for shares in our company at any given time until December 31, 2008.
Each warrant entitles the holder to subscribe for shares in our company for DKK 1 nominal at a rate of DKK 9.02 at December 31, 2007 (DKK 8.35 at December 31, 2006). The shareholders have authorized the Board of Directors to issue a total of 6,000,000 warrants, of which 0 were issued during 2007 (2006: 333,000 warrants).
As the participating employees paid a price for the warrants granted equal to the fair value of the issued warrants, no cost was recognized in the income statement for the warrants issued in 2006 and 2005. In 2006 the price paid per warrant was DKK 1.32.
After 31 December 2007 and following the sale of our entire share capital to Technitrol, all issued warrants have been taken over by an entity within the Technitrol Group without any compensation. Refer to Note 23 for discussion of this subsequent event.
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Notes to the Consolidated Financial Statements (cont’d)
NOTE 22 - Share-Based Payment (cont’d)
| | | | |
Movements in Outstanding Issued Warrants: | | Number of Warrants | |
| | | | |
Outstanding warrants at January 1, 2005 | | | 14,028,156 | |
|
Issued during the year | | | 763,110 | |
|
Exercised during the year | | | (8,372,450 | ) |
|
Expired during the year | | | (5,655,706 | ) |
|
Outstanding warrants at December 31, 2005 | | | 763,110 | |
| | | | |
Outstanding warrants at January 1, 2006 | | | 763,110 | |
|
Issued during the year | | | 333,000 | |
|
Exercised during the year | | | 0 | |
|
Expired during the year | | | 0 | |
|
Outstanding warrants at December 31, 2006 | | | 1,096,110 | |
| | | | |
Outstanding warrants at January 1, 2007 | | | 1,096,110 | |
|
Issued during the year | | | 0 | |
|
Exercised during the year | | | 0 | |
|
Expired during the year | | | 0 | |
|
Outstanding warrants at December 31, 2007 | | | 1,096,110 | |
NOTE 23 – Events After the Balance Sheet Date
On January 9, 2008, our shareholders announced that they have entered into an agreement with Technitrol. (NYSE:TNL) to sell 100% of the shares in Sonion A/S. Technitrol, a US publicly listed company, is a worldwide producer of electronic components, electrical contacts and other precision engineered parts. We will become part of Technitrol’s Electronic Components business. In connection with our sale to Technitrol our bank debt has been repaid. In the future, our operations will be primarily financed by intercompany loans from Technitrol. On February 28, Technitrol completed the acquisition of our company pursuant to the Share Agreement. The purchase price was equivalent to approximately US$ 410 million, net of our cash and cash equivalents.
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