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Koninklijke Ahold Delhaize (ADRNY) Risk Analysis
Risk Overview Q4, 2016
Risk Change Over Time
No filing history is available.
Risk Highlights Q4, 2016
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 49
- Share Price & Shareholder Rights - Risk 1Dividends paid on our common shares, which may include amounts paid by our Company to repurchase ordinary shares, will generally be subject to Dutch withholding tax.
Dividends, if any, paid on our common shares will generally be subject to a 15% Dutch dividend withholding tax. In certain circumstances, amounts paid to repurchase our common shares may be treated as dividends that are subject to a withholding tax. In such a case, if the repurchase of our common shares is from an unknown seller, the Company will be responsible for the tax payment, on a grossed-up basis, at a 17.65% rate.
- Share Price & Shareholder Rights - Risk 2Provisions in the call option agreement of Stichting Ahold Continuïteit (SAC) could discourage, delay or prevent a change of control of our Company.
Pursuant to the provisions of the call option agreement of SAC, a foundation with the purpose of safeguarding the interests of our Company and all our stakeholders and potentially resisting, to the best of its ability, influences that might conflict with those interests by affecting our Company's continuity, independence or identity, may acquire from our Company a number of Ahold Delhaize cumulative preferred shares in our share capital with a nominal value of €0.01 per share such that the total nominal value of the Ahold Delhaize cumulative preferred shares so acquired is equal to (a) the total nominal value of all Ahold Delhaize common shares and all Ahold Delhaize cumulative preferred financing shares, in each case issued and outstanding at the time of exercising the SAC call option, minus (b) the total nominal value of any Ahold Delhaize cumulative preferred shares held by the SAC at such time. Each Ahold Delhaize cumulative preferred share would, upon the issuance of Ahold Delhaize cumulative preferred shares following the exercise of the SAC call option, give the holder the right to one vote. The issuance of these Ahold Delhaize cumulative preferred shares would, as a result, cause a substantial dilution of the voting power of any holder of shares in the capital of our Company, including of a shareholder attempting to gain control of our Company, and could therefore have the effect of discouraging, delaying or preventing a change of control of our Company, even if this change in control is sought by our shareholders.
- Share Price & Shareholder Rights - Risk 3If we issue additional common shares in the future, the value and voting power of our common shares may become diluted as more common shares become issued and outstanding.
We may undertake additional offerings of common shares or of securities convertible into our common shares. The resulting increase in the number of our common shares issued and outstanding, and the possibility of sales of such common shares, may depress the future trading price of our common shares. In addition, if such additional issuances of common shares of our Company occur, the voting power of the existing shareholders of our Company may be diluted.
- Share Price & Shareholder Rights - Risk 4Holders of the common shares in our Company who are resident or located in certain jurisdictions outside the Netherlands, including the United States, may not be able to exercise pre-emptive rights in future offerings and, as a result, may experience dilution.
In the event of an issue of common shares in the capital of our Company, holders of common shares in our Company are generally entitled to pre-emptive rights unless those rights are restricted or excluded either by a resolution of our Company's General Meeting of Shareholders or by a resolution of our Company's Management Board with the approval of our Supervisory Board (if the Management Board has been authorized to do so by our Company's General Meeting of Shareholders). However, the securities laws of certain jurisdictions may restrict our ability to allow such holders of common shares to participate in offerings of securities of our Company and to exercise pre-emptive rights. Under the U.S. federal securities laws, the issuance of additional common shares must be registered, unless an exemption from registration is available. Accordingly, subject to certain exceptions, holders of the common shares in our Company with registered addresses, or who are resident or located in certain jurisdictions outside the Netherlands, including the United States, may not be eligible to exercise pre-emptive rights. As a result, such holders may experience dilution of their ownership and voting interests in our Company's share capital.
- Share Price & Shareholder Rights - Risk 5The market price of our common shares and American Depositary Receipts may be volatile, and holders of our common shares or American Depositary Receipts could lose a significant portion of their investment due to drops in the market price of our common shares and American Depositary Receipts.
The market price of our common shares and ADRs has, in the past, experienced fluctuation, including fluctuation that is unrelated to our performance, and this fluctuation may continue in the future. Specific factors that may have a significant effect on the market price for our common shares include, among others, the following: - Changes in stock market analyst recommendations or earnings estimates regarding our common shares, other companies comparable to our Company or other companies in the industries that our Company serves - Actual or anticipated fluctuations in our operating results or future prospects, which may be influenced by, among other things, changes in food retail industry conditions - Reaction to public announcements we make - Strategic actions taken by us or our competitors, such as acquisitions or restructurings - Our failure to achieve the anticipated benefits of the merger, including the anticipated cost savings, synergies, growth opportunities and other benefits, as rapidly as, or to the extent, anticipated by financial or industry analysts - The recruitment or departure of key personnel - Conditions or trends in the industries in which we operate, including new laws or regulations or new interpretations of existing laws or regulations or changes in the food retail industry - Announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us - Changes in tax or accounting standards, rulings, policies, guidance, interpretations or principles - Adverse conditions in the United States or international financial markets or general U.S. or international economic conditions, including those resulting from war, catastrophes, incidents of terrorism and responses to such events - Sales of our common shares or American Depositary Receipts by us, members of our management team or significant shareholders or holders of our American Depositary Receipts
- Share Price & Shareholder Rights - Risk 6There may be less publicly available information concerning our Company than there is for issuers that are not "foreign private issuers" because, as a "foreign private issuer," we are exempt from a number of rules under the Exchange Act and are permitted to file less information with the SEC than issuers that are not "foreign private issuers."
As a "foreign private issuer" under the Securities Exchange Act of 1934, as amended (referred to in this Form 20-F Report as the Exchange Act), we are exempt from certain rules under the Exchange Act, and are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not "foreign private issuers," or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, we are exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of our Supervisory Board and Management Board, officers and principal shareholders are exempt from the reporting and "short-swing" profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning us than there is for companies whose securities are registered under the Exchange Act but are not "foreign private issuers," and such information may not be provided as promptly as it is provided by such companies. In addition, we may provide certain information in accordance with Dutch law, which may differ in substance or timing from such disclosure requirements under the Exchange Act.
- Share Price & Shareholder Rights - Risk 7We may terminate our Exchange Act reporting obligations if permitted by applicable law.
If we were to cease to be a reporting company under the Exchange Act, and to the extent not required in connection with any other debt or equity securities of our Company registered or required to be registered under the Exchange Act, the information now available to our shareholders and ADR holders in the annual and other reports required to be filed by us in the United States would no longer be available to them.
- Share Price & Shareholder Rights - Risk 8Due to delays in notification to and by the depositary, the holders of our American Depositary Receipts may not be able to give voting instructions to the depositary or to withdraw our common shares underlying their American Depositary Receipts to vote such shares in person or by proxy.
Despite our efforts, the depositary may not receive voting materials for our common shares represented by our American Depositary Receipts in time to ensure that holders of such American Depositary Receipts can either instruct the depositary to vote our common shares underlying their American Depositary Receipts or withdraw such shares to vote them in person or by proxy. In addition, the depositary's liability to holders of our American Depositary Receipts for failing to execute voting instructions, or for the manner in which voting instructions are executed, is limited by the deposit agreement relating to our American Depositary Receipts. As a result, holders of our American Depositary Receipts may not be able to exercise their rights to give voting instructions, or to vote in person or by proxy, and may not have any recourse against the depositary or our Company if their shares are not voted as they have requested or if their shares cannot be voted.
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