Issued Share Capital
The authorized share capital of the Company is two hundred million euros (EUR200,000,000). This share capital is divided into four hundred million (400,000,000) ordinary shares with a nominal value of twenty-five euro cents (EUR0.25) each and four hundred million (400,000,000) protective preference shares, with a nominal value of twenty-five euro cents (EUR0.25) each. The protective preference shares can be issued as a protective measure as described in note 2.1.8 Stichting Continuïteit SBM Offshore.
The total number of ordinary shares issued and fully paid at December 31, 2024 was 176,361,365 (December 31, 2023: 180,671,305). No protective preference shares have been issued.
During the financial year the movements in the number of ordinary shares issued and fully paid are as follows:
number of shares | 2024 | 2023 | |
|---|---|---|---|
Ordinary shares issued and fully paid at 1 January | 180,671,305 | 180,671,305 | |
Treasury shares cancelled | (4,309,940) | - | |
Ordinary shares issued and fully paid 31 December | 176,361,365 | 180,671,305 |
Treasury shares
A total number of 1,798,9141 treasury shares are reported in the ordinary shares issued and fully paid as at December 31, 2024 (December 31, 2023: 1,652,078). During 2024, a total of 1,564,747 shares (2023: 1,314,575) were transferred to management and employee share programs.
On February 29, 2024, the Company repurchased 50,000 of its own ordinary shares to meet obligations from regular management and employee share programs, representing a total of EUR0.6 million (equivalent to US$0.7 million based on the exchange rate on February 29, 2024).
In the period between February 29, 2024 and October 21, 2024, a total number of 4,309,940 shares totaling EUR65 million (equivalent to US$70 million based on the exchange rate on February 29, 2024) were repurchased (the ‘Structural Buyback‘). The objective of the Structural Buyback program is to reduce the Company’s share capital and therefore all repurchased shares under this program have been cancelled in 2024.
In addition, effective from August 8, 2024 (the ‘Incremental Buyback‘) the share repurchase program has been increased by an additional amount of EUR65 million (equivalent to US$71 million based on the exchange rate on August 8, 2024), which is expected to be completed by end of April 2025. As of December 31, 2024, the Company‘s cumulative repurchase amounted to EUR28 million (equivalent to US$31 million based on the exchange rate on August 8, 2024) in relation to the Incremental Buyback program. The objective of the Incremental Buyback is to reduce share capital and, in addition, to provide shares for regular management and employee share programs.
The above described repurchase programs are accomplished under the authorization granted by the Annual General Meeting of the Company on April 13, 2023, and the authorization of April 12, 2024.
Ordinary shares
In terms of ordinary shares, 576,428 shares were held by members of Management Board, in office as at December 31, 2024 (December 31, 2023: 1,791,995) as detailed below:
Ordinary shares held in the Company by the Management Board
Shares subject to conditional holding requirement | Other shares | Total shares at 31 December 2024 | Total shares at 31 December 2023 | |
|---|---|---|---|---|
Øivind Tangen | 139,087 | 96,167 | 235,254 | 173,104 |
Douglas Wood | 182,624 | 158,550 | 341,174 | 300,186 |
Bruno Chabas1 | n/a | n/a | n/a | 1,318,705 |
Total | 321,711 | 254,717 | 576,428 | 1,791,995 |
- 1 Management Board member until 12 April, 2024