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Fortis has placed on 25 September 2007 a fully underwritten Rights Issue of 896,181,684 New Shares at a subscription price of EUR 15.00 per New Share (with Fortis SA/NV VVPR Strip) on the basis of 2 New Shares for every 3 Existing Shares held at market close on 24 September 2007. The subscription period for the rights concluded on 9 October 2007. 878,216,262 New Shares and 878,216,262 VVPR strips Fortis SA/NV, representing approximately 97.995% of the total number of New Shares offered to shareholders pursuant to the fully underwritten Rights Issue, were subscribed to. Settlement of the Rights Issue occured with value on 15 October 2007. The remaining 17,965,422 New Shares were placed through an accelerated private placement.

Earnings per share

Fortis has adjusted the calculation of basic and diluted earnings per share for the current year as well as the comparative year in accordance with IAS 33 Earnings per share, Appendix 2. IAS 33A2 states that if the number of ordinary or potential ordinary shares outstanding increases as a result of a bonus element in a Rights Issue to existing shareholders, the per share calculations for those and any period financial statements presented, shall be based on the new number of shares.

The Fortis Rights Issue was offered to all existing shareholders, so the number of ordinary shares to be used in calculating basic and diluted earnings per share for all periods before the Rights Issue is the number of ordinary shares outstanding before the issue, multiplied by the following factor:

Fair value per share immediately before the exercise of rights

Theoretical ex-rights fair value per share

The theoretical ex-rights fair value per share is calculated by adding the aggregate market value of the shares immediately before the exercise of the rights to the proceeds from the exercise of the rights, and dividing by the number of shares outstanding after the exercise of the rights. The adjustment factor related to this Rights Issue is 1.1945.

The following table details the calculation of earnings per share, taking into account the adjustment as described above on the number of ordinary shares outstanding before the issue.

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2007

2006

2005

 

 

 

 

Net profit attributable to shareholders

3,994

4,351

3,941

Elimination of interest expense on convertible debt (net of tax impact)

117

81

72

Net profit used to determine
diluted earnings per share

4,111

4,432

4,013

 

 

 

 

Weighted average number of ordinary shares
for basic earnings per share

1,735,985,243

1,539,973,113

1,532,521,495

Adjustments for:

 

 

 

- assumed conversion of convertible securities

270,384,198

39,684,066

39,684,998

- share options

4,379,751

4,755,539

2,539,496

- restricted shares

1,170,388

907,577

 

Weighted average number of
ordinary shares for diluted earnings per share

2,011,919,580

1,585,320,295

1,574,745,989

 

 

 

 

Basic earnings per share (in euro per share)

2.30

2.83

2.57

Basic earnings per share before net gain on discontinued operations (in euro per share)

1.72

2.79

2.53

Diluted earnings per share (in euro per share)

2.04

2.80

2.55

In 2007 weighted average options on 2,678,079 shares (2006: 1,798,711; 2005: 9,450,326) with weighted average exercise prices of EUR 28.46 per share (2006: EUR 28.97; 2005: EUR 27.10) were excluded from the calculation of diluted EPS because the exercise price of the options was higher than the average market price of the shares. During 2007 (as in 2006 and 2005) no shares arising from convertible securities were excluded from the calculation of diluted earnings per share because the interest per share saved on these securities was lower than the basic earnings per share.


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