4.19.4
19.4 Shareholders' equity

The movements in shareholders’ equity in 2021 were as follows:

  Share capital Share premium Hedging reserve Translation reserve Other legal reserve Other reserve Unappropriated result Total equity
  € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000
Balance at 1 January 2021 268 42,314 -7,515 -17,288 4,290 289,055 64,829 375,953
Net profit - - - - - - 69,974 69,974
Other comprehensive income - - 15,387 2,904 - -8,687 - 9,603
Total comprehensive income - - 15,387 2,904 - -8,687 69,974 79,577
                 
Transfer to other reserve - - - - - 64,829 -64,829 -
Dividends paid - - - - - - - -
Share-based payments 0 -157 - - - 775 - 619
Other changes - - - - 1,868 -1,868 - -
Balance at 31 December 2021 268 42,157 7,872 -14,384 6,158 344,104 69,974 456,149


The movements in shareholders’ equity in 2020 were as follows:

  Share capital Share premium Hedging reserve Translation reserve Other legal reserve Other reserve Unappropriated result Total equity
  € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000 € x 1,000
Balance at 1 January 2020 268 42,314 -432 -12,607 2,615 288,232 2,804 323,195
Net profit - - - - - - 64,829 64,829
Other comprehensive income - - -7,083 -4,681 - -666 - -12,430
Total comprehensive income - - -7,083 -4,681 - -666 64,829 52,399
                 
Transfers to other reserves - - - - - 2,804 -2,804 -
Dividends paid - - - - - - - -
Share-based payments 0 -0 - - - 351 - 351
Other changes - - - - 1,675 -1,667 - 8
Balance at 31 December 2020 268 42,314 -7,515 -17,288 4,290 289,055 64,829 375,953

Accell Group has issued share options (note 16.4 Share-based payments of the consolidated financial statements).

Ordinary shares

At 31 December 2021, the authorized capital consists of 55,000,000 ordinary shares, 5,000,000 cumulative preference shares F and 60,000,000 cumulative preference shares B, each with a nominal value of € 0.01. Of these, 26,836,619 (2020: 26,805,031) ordinary shares have been issued and duly paid at 31 December 2021. As a result, the issued and paid-up share capital amounted to € 268,366 (2020: € 268,050).

Share premium reserve

The share premium is the income from the issuing of shares in so far as this exceeds the nominal value of the shares (above par income).

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

Translation reserve

The legal translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. The income statement 2020 includes a reclassification gain of € 1.3 million related to the liquidation of Accell North America (2021: nil). 

Other legal reserves

Other legal reserves consist of a legal reserve for participating interests and a legal reserve for capitalized development costs.

The legal reserve for participating interests, which amounted to € 5.5 million (2020: € 3.6 million), pertains to participating interests that are accounted for according to the equity accounting method. The reserve represents the difference between the participating interests’ retained profit and direct changes in equity, as determined on the basis of Accell Group’s accounting policies, and the share thereof that Accell Group may distribute. The legal reserve is determined on an individual basis.

In accordance with applicable legal provisions, a legal reserve for the carrying amount of € 0.7 million (2020: € 0.7 million) has been recognized for capitalized development in the Netherlands. 

Proposal for profit appropriation (Unappropriated result)

The Board of Management proposes to the General Meeting that the result after tax for 2021 of € 70.0 million (profit) should be allocated to the other reserves. The 2021 result after tax is presented as unappropriated profit in shareholders' equity.

Dividend

The existing reservation and dividend policy reads: Accell aims for a stable dividend policy aimed at making at least 40% of the net operating profit available to shareholders.

On 24 January 2022, Accell Group and Sprint BidCo B.V. (the "Offeror", an entity controlled by investment funds of KKR) jointly announced that they had reached conditional agreement on a recommended all-cash public offer by the Offeror for all issued and outstanding shares in Accell Group N.V. at an offer price of  € 58.00 (cum dividend) in cash per share. Cum dividend means that dividends with a record date prior to the settlement of the public offer will be deducted from the offer price of € 58.00 per share. For this reason, Accell Group will not propose a dividend payment in respect of the 2021 financial year to the General Meeting.