Share information

Capital and shares

The authorised capital of CreditAccess Asia N.V. is composed as follows (all shares have a nominal value of € 1.00):

The Convertible Preferred Equity Certificates (“CPEC”), which were issued on 30 May 2013, had a mandatory redemption clause on 30 June 2025. During the period under review, the terms and conditions have been amended and the redemption clause has been deleted, therefore the security now meets the requirements for classifying as equity. In addition, CPEC has an embedded conversion option, 1 CPEC : 1 ordinary share. The Company has the option to call for conversion in case the Company is listed and at least 30% of the ordinary shares are traded on a public market, the CPEC holder has the option to convert at any point in time. There are 3,563,640 outstanding CPEC certificates as at 31 March 2016 with a face value of € 1.00 per certificate.

IPO Incentive Bond
The IPO Incentive Bond is a convertible bond with a nominal value of € 40 million, issued on 31 October 2014. The amount that might need to be redeemed and the conversion price depends on the occurrence of an IPO or change of control before 15 February 2019. The IPO Incentive Bond is redeemable on 15 February 2019, or earlier in case of an IPO or change of control. The interest rate payable annually on IPO Incentive Bond is equal to 6.5% per annum.

Olympus Bond
The Olympus Bond is a convertible bond with a nominal value of USD 30 million, issued by the Company on 23 December 2015. The amount shall be redeemed at the latest on 31 December 2020 unless, prior to such redemption date, the bondholder exercises the conversion option or a qualified IPO has occurred. The Olympus Bond bears an 8% nominal interest, compounded annually and payable to the bondholder only in case of final redemption of the bond.

Fully diluted number of shares
Under the assumption that all CPEC shares are converted, a 50% conversion of the IPO Incentive Bond (or € 20 million at an hypothetical conversion price of € 6.65 per share) and a 100% conversion of the Olympus Bond, the fully diluted number of ordinary shares would be made up as follows:

It is proposed that no dividend be paid with respect to FY 2016. The reason for this proposal is that CreditAccess will use the available cash to fund future organic growth of its activities. No dividend was distributed with respect to FY 2015.

General Meeting of Shareholders
The General Meeting of Shareholders held on 23 December 2015, at which 67.51% of the total shares in issue were represented, adopted the following main resolutions:

  • adoption of the FY 2015 financial statements and dividend;
  • ratification of the actions of the Board of Directors with regard to their management and supervision, respectively, in FY 2015;
  • approval to set the number of members of the Board of Directors at ten and approve the appointment of Mr. D. Mintz as non-executive director;
  • approval of the Strategic Plan 2016-2020;
  • approval for the Board of Directors to issue ordinary shares and/or to grant rights to subscribe for ordinary shares to key managers of the Company and subsidiaries (relating to the Long Term Incentive Plan);
  • approval to issue a convertible bond to Olympus Capital Holdings;
  • approval to issue up to 7,200,000 redeemable preferred shares (Class “V”);
  • approval to issue up to 5,000,000 Class “E” preferred shares;
  • approval to authorise the Board of Directors to grant rights to subscribe for ordinary shares;
  • approval and adoption of the proposal by the Board of Directors to appoint BDO Audit & Assurance B.V. as the auditors for the financial year 2016.

Investor relations
CreditAccess is committed to maintaining a continuous dialogue with all stakeholders by pursuing an open and active communication policy. CreditAccess aims to communicate as transparently as possible about its activities in order to provide insights into its strategy, objectives, product and market developments and financial results.

Other information
Specific information for investors can be found on the website which, as well as the latest share data, provides comprehensive information on CreditAccess’ activities, strategy and objectives. Also posted on the website is an interactive version of the annual report, which includes a comprehensive search function.

Amsterdam, 20 September 2016

Board of Directors
Koen Slobbe, Chairman
Paolo Brichetti, CEO