Note 12 Equity

Authorised capital

The company’s authorised capital is divided into 350 million shares of €5 nominal value. As at year-end 2022, 136,794,964 shares were in issue (2021: 136,794,964).

Subordinated perpetual bond loan

On 30 January 2018, Alliander issued a subordinated perpetual bond loan of €500 million at a coupon rate of 1.625% and an issue price of 99.144%. This subordinated perpetual bond loan is treated as equity. Alliander does not have any contractual obligation to repay the loan. Any periodical payments on the loan are conditional and depend on payments to shareholders. As and when resolutions are passed making distributions to shareholders, the Management Board will also pay any arrears of the contractual coupon rate to the holders of the subordinated perpetual bond loan out of other reserves. The annual amount of the interest payable is €8 million.

Hedge reserve

In line with its risk management policy, Alliander took measures in both 2019 and 2022 to mitigate the interest-rate risk attached to the new EMTN financing of €300 million and €500 million respectively. As a result, the interest-rate risk was mitigated to a large degree in the run-up to the bond issue.
In 2019, two forward starting interest-rate swaps were entered into for this purpose in the run-up to the bond issue. When the bond loan was issued, both the interest rate swaps were settled. The loss on the settlement totalling €3 million has, after deducting deferred tax, been recognised in the hedge reserve in equity. The resulting hedge reserve will be released in the income statement over the term of the EMTN (up to 24 June 2032). The carrying amount at year-end 2022 after deduction of the deferred tax was a negative amount of €2 million (2021: €2 million).
In 2022, five forward starting interest-rate swaps were entered into. The swaps were redeemed when the loan was contracted. After deduction of the deferred tax, a positive result of €7 million was achieved, which is recognised in the hedge reserve in equity. The hedge reserve will be released in the income statement over the term of the loan (up to 8 September 2027).
The total hedge reserve at the end of the financial year was a positive amount of €5 million.

Other

The other reserve includes an amount of €1 million after tax relating to a defined-benefit pension plan for employees of our activities in Germany.
The hedge reserve and the subordinated perpetual bond loan are not freely distributable.

Non-controlling interest

On 10 July 2012, Alliander acquired a 95% interest in Indigo B.V. This company is a partnership between Alliander and the municipality of Nijmegen (which has an interest of 5%) to construct a heat transport pipeline from the regional waste-to-energy plant Afvalverwerking Regio Nijmegen (ARN) to the district heating network of Vattenfall Warmte N.V. As at the end of the reporting period, the shareholders’ equity of Indigo BV amounted to €2.5 million. In 2016, Alliander acquired a 95% interest in Warmtenet Hengelo B.V., a company which is developing a district heating network, the first phase of which started operating in 2017. The equity of this company as at year-end 2022 amounted to €1.6 million negative. In 2017, Alliander acquired a 75% interest in Warmte-Infrastructuur Limburg Geothermie B.V. As at year-end 2022, the equity of this company was a negative amount of €2.3 million. Warmtenetwerk Didam B.V. was set up in 2021, with Alliander having a 95% share. As at year-end 2021, the equity of this company amounted to €1.0 million positive.
In accordance with the basis of Alliander’s consolidation, these companies were consolidated in full, with separate disclosure of a non-controlling interest in the consolidated equity. Given the small size of these non-controlling interests, they are not disclosed separately in the balance sheet as at year-end 2022 and 2021.