The Bekaert share gained 2.5% in 2020 when comparing the year-end closing price of 2020 with 2019, 9% above the performance of the reference index, Euronext Brussels BEL Mid. The Bekaert share outperformed the market indices since the publication of the third quarter trading update on 20 November 2020, which included a positive outlook on the company’s performance for the full fiscal year 2020.
geïndexeerde weergave Bekaert versus Bel Mid
The Bekaert share is listed on NYSE Euronext Brussels as ISIN BE0974258874 (BEKB) and was first listed in December 1972. The ICB sector code is 2727 Diversified Industrials
|Price as at 31 December (in €)||25.72||26.34||28.38||38.48||36.45
|Price high (in €)||31.11||30.19||30.00||42.45||49.92||40.90
|Price low (in €)||20.01||21.90||22.58||26.56||33.50
|Price average closing (in €)
|Daily volume||126 923||82 813||120 991||123 268||121 686
||96 683||72 995|
|Daily turnover (in millions of €)||3.1||2.1||3.1||4.5||5.0
|Annual turnover (in millions of €)||796||527||804||1 147||1 279||1 121
|Velocity (% annual)||54||35||52||53||51
|Velocity (% adjusted free float)||90||59||86||88||86
|Free float (%)||59.9||55.7||56.7||59.2||59.6
The average daily trading volume was about 73 000 shares in 2020. The volume peaked on 20 November, when 531 100 shares were traded.
On 31 December 2020, Bekaert had a market capitalization of € 1.6 billion and a free float market capitalization of € 1 billion. The free float was 59.51% and the free float band 60%.
In connection with the entry into force of the Act of 2 May 2007 on the disclosure of significant participations (the Transparency Act) Bekaert has, in its Articles of Association, set the thresholds of 3% and 7.50% in addition to the legal thresholds of 5% and each multiple of 5%. An overview of the notifications of participations of 3% or more, if any, can be found in the Parent Company Information section of this Annual Report cf. page 193 (Interests in share capital).
Stichting Administratiekantoor Bekaert (principal shareholder) owns 34.19% of the shares, while institutional and non-identified shareholders hold 36.69% of the shares. Retail represents 10.45%, Private Banking 12.36% and treasury shares 6.31%.
On 8 December 2007, Stichting Administratiekantoor Bekaert disclosed in accordance with Article 74 of the Act of 1 April 2007 on public takeover bids that it was holding individually more than 30% of the securities with voting rights of the Company on 1 September 2007.
As of 31 December 2020, the capital of the Company amounts to € 177 812 000 and is represented by 60 414 841 shares without par value. The shares are in registered or non-material form. All shares have the same rights.
The Board of Directors has been authorized by the General Meeting of Shareholders of 13 May 2020 to increase the capital, in one or more times, with a maximum amount of € 177 793 000 (exclusive of the issue premium). The Board of Directors may use this authorization until 23 June 2025.
The Board of Directors is also expressly authorized to increase the capital, even after the date that the Company receives the notification from the Belgian Financial Services and Markets Authority (FSMA) that it has been informed of a public take-over bid for the Company’s securities, within the limits authorized by the applicable legal provisions. This authorization shall be valid with regard to public takeover bids of which the Company receives the aforementioned communication at most three years after 13 May 2020.
The Board of Directors has made use of its powers under the authorized capital applicable at that time when it resolved on 18 May 2016 to issue senior unsecured convertible bonds due June 2021 for an aggregate amount of € 380 000 000 (the “Convertible Bonds”). These Convertible Bonds carry a zero-coupon and their conversion price amounts to € 50.71 per share.
In connection with the issuance of the Convertible Bonds, the Board of Directors resolved to disapply the preference subscription right of existing shareholders set forth in Articles 596 and following of the Companies Code applicable at that time. The terms of the Convertible Bonds allow the Company, upon the conversion of the bonds, to either deliver new shares or existing shares or pay a cash alternative amount.
In order to mitigate dilution for existing shareholders upon conversion of the Convertible Bonds, the Board of Directors intends where possible, to repay the principal amount of the Convertible Bonds in cash and, if the then prevailing share price is above the conversion price, pay the upside in existing shares of the Company. The conversion of the Convertible Bonds would then have no dilutive effect for existing shareholders.
Furthermore, the terms of the Convertible Bonds allow the Company to redeem the bonds at their principal amount together with accrued and unpaid interest in certain circumstances, if the Company’s shares trade at a price higher than 130% of the conversion price during a certain period.
Stock option plans, performance share plans and share-matching plan
The total number of outstanding subscription rights under the Stock Option Plan 2005-2009 and convertible into Bekaert shares is 63 820. A total of 6 400 subscription rights were exercised in 2020 under the Stock Option Plan 2005-2009, resulting in the issue of 6 400 new Company shares, and an increase of the capital by € 19 000 and of the share premium by € 133 288.
On 31 December 2019, the Company held 3 873 075 own shares. Of these 3 873 075 own shares, 63 541 shares were transferred in the course of 2020 (see table below). The Company did not purchase any shares and no own shares were cancelled in 2020. As a result, the Company held an aggregate 3 809 534 own shares on 31 December 2020.
|Date||Number of treasury shares||Purpose||Transferee||Price per share (€)|
|31 March 2020||10 766||Personal shareholding requirement||BGE members||15.290|
|14 May 2020||5 948||Share-matching plan||BGE members||0|
|29 May 2020||10 036||Remuneration non-executive Directors||Chairperson and other non-executive Directors||0|
|4 December 2020
||6 000||Exercise options under SOP 2010-2014||Employees||26.055|
|4 December 2020||1 500||Exercise options under SOP 2010-2014||Employees||21.450|
|15 December 2020||2 400||Exercise options under SOP 2010-2014||Employees||26.055|
|17 December 2020||5 000||Exercise options under SOP 2010-2014||Employees||21.450|
|18 December 2020||7 491||Share-matching plan||BGE members||0|
|21 December 2020||6 000||Exercise options under SOP 2010-2014||Employees||26.055|
|23 December 2020
||2 400||Exercise options under SOP 2010-2014||Employees||26.055|
|29 December 2020
||Exercise options under SOP 2010-2014||Employees
A first grant of 182 900 equity settled performance share units under the Performance Share Plan 2018-2020 was made on 21 January 2020. In addition, a mid-year grant of 12.580 performance share units was made on 17 August 2020 under the Performance Share Plan 2018-2020. Each performance share unit entitles the beneficiary to acquire one performance share subject to the conditions of the Performance Share Plan 2018-2020.
These performance share units will vest following a vesting period of three years, conditional to the achievement of a preset performance target. The precise vesting level of the performance share units will depend upon the actual achievement level of the vesting criterion, with no vesting at all if the actual performance is below the defined minimum threshold. Upon achievement of said threshold, there will be a minimum vesting of 50% of the granted performance share units; full achievement of the agreed vesting criterion will lead to a par vesting of 100% of the granted performance share units, whereas there will be a maximum vesting of 300% of the granted performance share units if the actual performance is at or above an agreed ceiling level.
Detailed information about capital, shares, stock option plans and performance share plans is given in the Financial Review (Note 6.13 to the consolidated financial statements) .
The Board of Directors will propose that the Annual General Meeting to be held on 12 May 2021 approve the distribution of a gross dividend of € 1.00 per share.
The Board of Directors reconfirms the Dividend Policy which foresees, insofar as the profit permits, a stable or growing dividend while maintaining an adequate level of cash flow in the Company for investment and self-financing in support of growth. Over the longer term, the Company strives for a pay-out ratio of 40% of the result for the period attributable to equity holders of Bekaert.
|Total gross dividend||0.850||0.900||1.100||1.100||0.700
(1) The dividend is subject to approval by the General Meeting of Shareholders 2021.
(2) Subject to the applicable tax legislation.
The Annual General Meeting was held on 13 May 2020. An Extraordinary General Meeting was held on the same day. The resolutions of the meetings are available at www.bekaert.com.
Bekaert is committed to providing transparent financial information to all shareholders.
All shareholders can count on access to information and on our commitment to share relevant updates on market evolutions, performance progress and other relevant information. All such updates can be found online in the investors section of the website of the Company and are presented live in meetings with analysts, shareholders, and investors. The calendar of investor relations conferences, roadshows and group visits to our premises is published on our website.
The Articles of Association contain no restrictions on the transfer of Company shares, except in the case of a change of control, for which the prior approval of the Board of Directors has to be requested in accordance with Article 9 of the Articles of Association.
Subject to the foregoing, the shares are freely transferable.
The Board of Directors is not aware of any restrictions imposed by law on the transfer of shares by any shareholder.
Restrictions on the exercise of voting rights
According to the Articles of Association, each share entitles the holder to one vote. The Articles of Association contain no restrictions on the voting rights, and each shareholder can exercise his voting rights provided that he was validly admitted to the General Meeting and his rights had not been suspended. The admission rules to the General Meeting are laid down in the BCCA and in the Articles of Association. Pursuant to the Articles of Association, the Company is entitled to suspend the exercise of rights attaching to securities belonging to several owners.
No person can vote at a General Meeting of Shareholders using voting rights attached to securities that had not been timely reported in accordance with the law.
The Board of Directors is not aware of any other restrictions imposed by law on the exercise of voting rights.
Agreements among shareholders
The Board of Directors is not aware of any agreements among shareholders that may result in restrictions on the transfer of securities or the exercise of voting rights.
Appointment and replacement of Directors
The Articles of Association and the Bekaert Corporate Governance Charter contain specific rules concerning the (re)appointment, induction and evaluation of Directors.
Directors are appointed for a term not exceeding four years by the General Meeting of Shareholders, which can also dismiss them at any time. An appointment or dismissal requires a simple majority of votes. The candidates for the office of Director who have not previously held that position in the Company must inform the Board of Directors of their candidacy at least two months before the Annual General Meeting.
Only if and when a position of Director prematurely becomes vacant, can the remaining Directors appoint (co-opt) a new Director. In such a case, the next General Meeting will make the definitive appointment.
The appointment process for Directors is led by the Nomination and Remuneration Committee, which submits a reasoned recommendation to the full Board of Directors.
On the basis of such recommendation, the Board of Directors decides which candidates will be nominated to the General Meeting for appointment. Directors can, as a rule, be reappointed for an indefinite number of terms, provided they are at least 30 and at most 66 years of age at the moment of their initial appointment and they have to resign in the year in which they reach the age of 69.
The Articles of Association can be amended by an Extraordinary General Meeting in accordance with the BCCA. Each amendment to the Articles requires a quorum of at least 50% of the capital (if the quorum is not met, a second meeting with the same agenda should be called, for which no quorum requirement applies) and a qualified majority of 75% of the votes cast at the meeting (a majority of 80% applies for changes to the corporate purpose and the transformation of the legal form of the company).
Authority of the Board of Directors to issue, acquire and transfer shares
The Board of Directors is authorized by Article 40 of the Articles of Association to increase the capital in one or more times with a maximum amount of € 177 793 000. The authority is valid for five years from 23 June 2020, but can be extended by the General Meeting.
The Board of Directors is expressly authorized by Article 40 of the Articles of Association to increase the capital, even after the date that the Company receives the notification from the FSMA that it has been informed of a public take-over bid for the Company’s securities, within the limits authorized by the applicable legal provisions. This authorization is valid with regard to public takeover bids of which the Company receives the aforementioned communication at most three years after 13 May 2020.
The Company may acquire and accept in pledge its own shares or certificates relating thereto in compliance with the applicable conditions prescribed by law. The Board of Directors is authorized by Article 10 of the Articles of Association to acquire and accept in pledge its own shares or certificates relating thereto in compliance with the applicable conditions prescribed by law, without the total number of own shares or certificates relating thereto held or accepted in pledge by the Company pursuant to this authorization exceeding 20% of the total number of shares, at a price ranging between minimum € 1.00 and maximum 30% above the arithmetic average of the closing price of the Company’s share during the last thirty trading days preceding the Board of Directors’ resolution to acquire or to accept in pledge. This authorization is granted for a period of five years beginning on 23 June 2020.
The Board of Directors is also authorized by Article 10 of the Articles of Association to acquire and to accept in pledge own shares and certificates relating thereto, in compliance with the applicable conditions prescribed by law, when such acquisition or acceptance in pledge is necessary to prevent a threatened serious harm for the Company, including a public take-over bid for the Company’s securities. This authorization is granted for a period of three years beginning on 23 June 2020.
The authorizations set forth above do not affect the possibilities, pursuant to the applicable legal provisions, for the Board of Directors to acquire or accept in pledge own shares and certificates relating thereto if no authorization in the Articles of Association or authorization of the General Meeting is required.
The Board of Directors is authorized by Article 10 of the Articles of Association to cancel all or part of the acquired own shares or certificates relating thereto.
The Company may transfer its own shares, profit-sharing bonds or certificates relating thereto only in compliance with the applicable conditions prescribed by law.
The Board of Directors is authorized by Article 11 of the Articles of Association to transfer own shares, profit-sharing bonds or certificates relating thereto to one or more specified persons other than personnel, in compliance with the applicable conditions prescribed by law.
The Board of Directors is authorized by Article 11 of the Articles of Association to transfer own shares, profit-sharing bonds or certificates relating thereto to prevent a threatened serious harm to the Company, including a public take-over bid for the Company’s securities, in compliance with the applicable conditions prescribed by law. This authorization is granted for a period of three years beginning on 23 June 2020.
The authorizations set forth above do not affect the possibilities, pursuant to the applicable legal provisions, for the Board of Directors to transfer own shares, profit-sharing bonds and certificates relating thereto, if no authorization in the Articles of Association or authorization of the General Meeting is required.
The powers of the Board of Directors are more fully described in the applicable legal provisions, the Articles of Association and the Bekaert Corporate Governance Charter.
The Company is a party to a number of significant agreements that take effect, alter or terminate upon a change of control of the Company following a public takeover bid or otherwise. To the extent that those agreements grant rights to third parties that significantly affect the assets of the Company or that give rise to a significant debt or obligation of the Company, those rights were granted by the Special General Meetings held on 13 April 2006, 16 April 2008, 15 April 2009, 14 April 2010 and 7 April 2011 and by the Annual General Meetings held on 9 May 2012, 8 May 2013, 14 May 2014, 13 May 2015, 11 May 2016, 10 May 2017, 9 May 2018, 8 May 2019 and 13 May 2020 in accordance with Article 7:151 of the BCCA; the minutes of those meetings were filed with the Registry of the Commercial Court of Gent, division Kortrijk on 14 April 2006, 18 April 2008, 17 April 2009, 16 April 2010, 15 April 2011, 30 May 2012, 23 May 2013, 20 June 2014, 19 May 2015, 18 May 2016, 2 June 2017, 7 February 2019, 23 May 2019 and 23 June 2020 respectively and are available at www.bekaert.com.
Most agreements are joint venture contracts (describing the relationship between the parties in the context of a joint venture company), contracts whereby financial institutions, retail investors or other investors commit funds to the Company or one of its subsidiaries, and contracts for the supply of products or services by or to the Company. Each of those contracts contains clauses that, in the case of a change of control of the Company, entitle the other party, in certain cases and under certain conditions, to terminate the contract prematurely and, in the case of financial contracts, also to demand early repayment of the loan funds. The joint venture contracts provide that, in the case of a change of control of the Company, the other party can acquire the Company’s shareholding in the joint venture (except for the Chinese joint ventures, where the parties have to agree whether one of them will continue the joint venture on its own, whereupon that party has to purchase the other party’s shareholding), whereby the value for the transfer of the shareholding is determined in accordance with contractual formulas that aim to ensure a transfer at an arm’s length price.