Investor and shareholder information
As of 31 December 2014, Acron’s authorised capital was RUB 202,670,000 divided into 40,534,000 ordinary shares with par value of RUB 5 per share.
Acron’s Share Capital Structure
|Full Name||Number of Shares as of 31 December 2014||Percentage in Equity Capital|
|Refco Holdings Limited||8,033,839||19.82|
|Questar Holdings Limited||7,681,193||18.95|
|Granadilla Holdings Limited||6,322,000||15.60|
|National Settlement Depositary (nominee holder)||5,357,399||13.22|
|Agroberry Ventures Limited||2,773,742||6.84|
Acron management is not aware of any other shareholders with more than 5% of authorised capital.
The Group’s ultimate parent is Subero Associates Inc. (British Virgin Islands). As of 31 December 2014, the Group was ultimately controlled by Viatcheslav Kantor.
Information on Shares of Acron and its Subsidiaries Held by Members of Acron’s Board of Directors and Managing Board
|Members of the Board of Directors and the Managing Board||Date of Change||Number of Acrons Ordinary Shares as of 31 December 2014||Interest in Acrons Share Capital, %|
|Alexander Popov*||31 December 2014||19,929||0.049|
|Vladimir Kunitsky **||||14,882||0.037|
|Alexei Milenkov ***||||790||0.002|
*On 31 December 2014, Alexander Popov purchased 6,908 (0.017%) registered ordinary shares of Acron under purchase agreements.
**Vladimir Kunitsky holds 95,910 preferred shares (0.01%) and 10,420 ordinary shares (0.001%) in Dorogobuzh.
***Alexei Milenkov holds 8,000 preferred shares (0.0009%) in Dorogobuzh.
As of 31 December 2014, Acron’s shares were traded in roubles at MICEX (AKRN ticker). On 13 May 2014, Acron’s ordinary shares were included on the Quotation List A Level 2 at MICEX. On 9 June 2014, Acron’s shares were included on the Level 1 (highest) list of securities admitted to trading after a revision of the MICEX listing rules.
Since 2008, global depositary receipts (GDR) for Acron ordinary shares (each ordinary share represents ten GDRs) have been listed at the main London Stock Exchange (ticker: AKRN). As of December 2014, the number of Acron GDRs traded at the London Stock Exchange accounted for 1.19% of Acron’s share capital.
Acron’s Share Price in 2014
In 2014, Acron shares gained 60% while the MICEX index was down 6%. The Group’s business model is based on sales diversification, with a significant share going to export. The weakening rouble against the U.S. dollar positively affected the competitive power of the Group’s products on foreign markets and boosted Acron’s share price.
Trading in Acron’s Ordinary Shares (AKRN)
|Low price (RUB)||968.0 (3 Mar 2014)||905.5 (24 Oct 2013)|
|High price (RUB)||1,980.0 (11 Dec 2014)||1,555.0 (10 Jan 2013)|
|Price at year-end (RUB)||1,799.0||1,124.0|
|Number of transactions for the year||137,842||169,282|
|Annual trading volume (RUB, mn)||4,750.3||4,596.7|
|Average daily trading volume (RUB, mn)||18.9||18.4|
Trading in Acron’s GDRs
|Low price (USD)||2.50 (31 March 2014)||2.80 (8 Oct. 2013)|
|High price (USD)||4.08 (2 June 2014)||5.07 (19 Feb. 2013)|
|Price at year-end (USD)||3.40 (31 Dec. 2014)||3.16 (31 Dec. 2013)|
|Annual trading volume (USD, mn)||9.5||16.9|
As of 31 December 2014, three bond issues worth RUB 9,123 mn (at nominal value) were in circulation. In 2014, Acron purchased under option and placed again pay-to-bearer certificated interest-bearing nonconvertible bonds with mandatory centralised custody:
- 1,154,731 Series 04 bonds
- 826,140 Series 05
Key Details on Acrons Traded Bonds
|Item||Series 04||Series 05||Series BO-01|
|Total par value of issue (par value per share RUB 1,000)||RUB 3.75 bn||RUB 3.75 bn||RUB 5 bn|
|Bonds in circulation (RUB)||2,369,971,000||1,752,785,000||5,000,000,000|
|Original placement date||31 May 2011||31 May 2011||16 Oct 2012|
|Offer date||28 May 2015||28 May 2015|||
|Maturity date||18 May 2021||18 May 2021||13 Oct 2015|
|Number of coupon periods and interest rate||20 periods
In mid-2014, Fitch Ratings changed its outlook for Acron for positive. Moody’s Investors Service kept the rating unchanged with the stable outlook. As of 2014 year-end, the Group’s ratings were B+ positive from Fitch Ratings and B1 stable from Moody’s Investors Service.
|Date assigned /updated||Credit rating/outlook|
|19 December 2014||Long-term Foreign Currency Issuer Default Rating В+/Positive|
|19 December 2014||Long-term Local Currency Issuer Default Rating В+/Positive|
|19 December 2014||Long-term National Rating А (rus)/Positive|
|19 December 2014||Short-term Issuer Default Rating В|
|19 December 2014||Local Currency Priority Unsecured Rating В++/RR4|
Moody’s Investor Service
|Date assigned/updated||Credit rating/outlook|
|21 July 2010||Long-term Foreign Currency Corporate Rating В1/Stable|
|18 August 2010||Long-term National Scale Corporate Rating A1.ru/Stable|
|18 October 2012||Local Currency Priority Unsecured Debt Rating В1/LGD4|
|22 October 2012||National Scale Priority Unsecured Debt Rating A1.ru|
Acron’s Dividend Policy, approved by the Board of Directors in December 2012, were developed to provide shareholders with a transparent and clear system for determining the dividend rate and payment procedures and to guide the Board of Directors in making recommendations on the dividend rate, payment terms and procedures. According to the Dividend Policy, Acron shall distribute at least 30% of the Group’s IFRS net profit in the form of dividends. The Group intends to pay dividends at least twice per fiscal year.
Since the Group incurred RUB 2,905 mn loss based on Acron 2013 RAS results (caused by the negative effects of investment revaluation), Acron’s annual general meeting held on 29 May 2014 resolved not to pay 2013 dividends.
At the same meeting, shareholders approved the Board of Directors proposal to pay dividends from retained earnings for previous years in the amount of RUB 152 per ordinary share. A total of RUB 6,161 mn (47% of IFRS 2013 net profit) was allocated to pay dividends.
Acron’s Dividend Payment History
|Date of Annual General Meeting||Year||Dividends per share, including interim (RUB)||Total dividends accrued (RUB mn)||Percentage of IFRS net profit||Total dividends paid (RUB mn)|
|29 May 2014||2014 (from retained earnings of previous years)||152||6,161||47*||6,157|
|30 May 2013||2012||110||4,456||30||4,453|
|28 June 2012||2011||129||6,152||30||6,148|
|26 May 2011||2010||40||1,875||30||1,874|
|27 May 2010||2009||25||1,192||16||1,191|
|28 May 2009||2008||80||3,811||38||3,808|
*of Acron 2013 IFRS net profit
Shareholder Relations and Information Disclosure
The Group makes effective interaction with shareholders and investors and timely and regular disclosure of sufficient information about the Group’s business a key priority in its corporate governance system.
Acron is committed to a stringent transparency policy. The Group’s information policy is founded on prompt and regular disclosure of accurate information about the Group’s activity, open availability of information, and a reasonable balance between information transparency and protection of trade secrets and insider information. The Group complies with all legal requirements for information disclosure governed by the Federal Law “On Joint-Stock Companies” and the Corporate Governance Code recommended by the Bank of Russia. The Group implements the Regulation on Information Policy (http://www.acron.ru/en/investors/corporate_governance/corporate_documents/) approved by the Board of Directors in 2011, which establishes the basic principles of information disclosure.
Acron informs its stakeholders in a timely manner by releasing its news to news agencies and media in accordance with the requirements of applicable laws and stock exchange listing rules, publishing information on the Group’s website in the Information Disclosure section (http://www.acron.ru/en/investors/disclosure/acron_disclosure/) and on the Interfax website (http://www.e-disclosure.ru/portal/company.aspx?id=357), as well as through the Group’s responses to questions from journalists, professional security market participants and other parties. Because its securities are exchange-traded, Acron has to comply with additional information disclosure requirements with regard to its operations. The Group releases notifications on its financial and operating performance on the London Stock Exchange website. Acron is careful to disclose any important information to all shareholders and analysts simultaneously under the UK Financial Services Authority (FCA) principles of openness and transparency.
In order to improve the Group’s investment appeal, Acron held meetings in the reporting year with professional security market players. The Group’s specialists attended various conferences, press conferences and other public events.
Acron’s 2013 Annual Report was nominated for “Best Annual Report from a Company with market capitalisation of RUB 10 to 100 billion” in an annual contest held by Moscow Exchange and the RCB media group.
Contact Information for Investors
Acron Investor Relations Division Head (Moscow)
phone: +7 495 411 55 94 (ext. 5252)
fax: +7 499 246 23 59
Acron Securities Circulation Division Head (Veliky Novgorod)
phone: +7 8162 99 67 63
fax: +7 8162 99 65 83
Deutsche Bank Trust Company Americas
Depositary Receipts Department
60 Wall Street, New York, NY 10005, USA
Corporate Actions, New York: +1 (212) 250-15-04
Broker Services Group, London: + 44 (0) 207 547-65-00
DR Department, Moscow: +7 495 797 52 09