[posting]52348818[/posting]Auf Anfrage hat Teleplan freundlicherweise den Jahresbericht zugeschickt. Die für mich wichtigen Stellen:
As of 31 December 2015, the majority shareholder AMS Acquisition B.V. held 95.0013% of the outstanding Teleplan share capital. As of 31 December 2015, the squeeze-out proceedings initiated by AMS Acquisition B.V. in relation to the remaining minority shareholders of the Company are continuing. In 2012, the Teleplan shares were delisted from the regulated market of the Frankfurt stock exchange. A limited number of shares of Teleplan are traded on the Börse Berlin which classifies as a non-regulated open market.
Reported EBITDA was 15.8 million euro in 2015 which is in line with 2014 (16.0 million euro). This represented an EBITDA margin of 5.6% (2014: 5.5%)
In 2015 Teleplan recorded a tax expense of 0.4 million euro (2014: tax benefit of 1.5 million euro).
Das hier ist für die restlichen 5% weniger schön, weil dadurch keine Dividende ausgezahlt wird
Retained earnings, as at 31 December 2014, is adjusted as a result of the change in the accounting approach for the shareholder loans. Reference is made to Note 2.3 Changes in accounting policies and disclosures — Change in accounting approach Loan to shareholder and Loan from shareholder.
Derecognition of loan to shareholder (26,796)Mio€
Payments on behalf of AMS Acquisition B.V. The Company pays amongst others interest expenses, debt repayments and costs for and receives contributions from AMS Acquisition B.V. The related receivable and payable positions are not recognized on the balance sheet and are accounted for as a transaction with the shareholder, as they do not meet the criteria of a financial asset and financial liability under lAS 32 Financial Instruments Presentation.
Background information In July 2014 the Company was refinanced and, together with its majority shareholder AMS Acquisition By., entered into a facilities agreement with a consortium of four banks. As per year end the borrowings amounted to 64.2 million euro.
On 23 July 2014, as part of the refinancing, the Company issued a long-term loan of 20.1 million euro to AMS Acquisition By. During the remainder of 2014 the loan further increased to a netted amount of 26.8 million euro as per 31 December 2014.
The Company decided to adjust the accounting approach as described above and derecognized the loans between the Company and AMS Acquisition B.V. from the balance sheet because it is the view that these loans should be accounted for as transactions with a shareholder and do not meet the criteria of a financial asset and financial liability under lAS 32 Financial Instruments - Presentation. In accordance with lAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors’), the accounting for the loan to AMS Acquisition B.V. and the loan from AMS Acquisition B.V. has been adjusted retrospectively.
It is the intent of the management boards of AMS Acquisition B.V. and the Company to merge the two companies after completing the squeeze-out procedure. Further reference is made to note 17.
und so wirds weiter gehen
On 10 January 2011, AMS Acquisition B.V., an acquisition company controlled by Gilde Buy-Out Fund lv, published the offer document for the voluntary public take-over offer to the shareholders of Teleplan International N.y. to acquire all their ordinary shares.
At 31 December 2015 AMS Acquisition B.V.’s shareholding position amounted to approximately 95.0013% (or 57,511,770 shares). As of 31 December 2015, the squeeze-out proceedings initiated by AMS Acquisition B.V. in relation to the remaining minority shareholders of the Company are continuing. On 1 March 2016, the Amsterdam Court (Ondernemingskamer) resolved to set a reference date of 19 March 2013 for the valuation of the Teleplan shares. All parties represented in the squeeze-out procedure agreed to this reference date. This means that changes to the value of the Company’s shares after the reference date will not be taken into account for calculating a compensation per share. The Court further instructed an independent expert to issue a valuation report regarding the Teleplan shares as per the reference date, on or before 28 June 2016. On the basis of such valuation report, the Court is expected to render its squeeze-out judgment later in 2016. Minority shareholders will, therefore, receive compensation per share based on the value of the shares on 19 March 2013, plus statutory interest to be calculated for the period between the reference date and the judgment date
Hmm: Teleplan ist in der Vergangenheit schon schlechter da gestanden, hatte aber einen höheren Wert bezogen auf die Marktkapitalisierung. Wenn man stumpf den Umsatz von ~300 Mio€ nehmen würde und die derzeitige Marktkapitalisierung irgendwo bei 100Mio€ liegt, wäre ein Preis von 4,5€ pro Aktie für mich ok :-)
