QBE European Operations plc
QBE European Operations plc
QBE European Operations plc
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<strong>QBE</strong> <strong>European</strong> <strong>Operations</strong> <strong>plc</strong> Annual report 2011<br />
76<br />
Notes to the financial statements<br />
continued<br />
For the year ended 31 December 2011<br />
19 Share capital<br />
2011 2010<br />
£000 £000<br />
Called up, allotted and fully paid<br />
“A” Ordinary Shares – 330,000,000 shares of £1 each 330,000 330,000<br />
“B” Ordinary Shares – 1,978,572,962 shares of £1 each 1,978,573 1,978,573<br />
Non-Voting Ordinary Shares – 23,300,000 shares of £1 each – 23,300<br />
Floating Rate Non-Voting Preference Shares – 122,260,000 shares of £1 each – 122,260<br />
2,308,573 2,454,133<br />
On 15 December 2011, the company completed a Court approved capital reduction by reducing 122,260,000 and 23,300,000 of Floating Rate<br />
Non-Voting Preference Shares and Non-Voting Ordinary Shares respectively. Detail on the capital reduction is set out in note 20.<br />
During 2010, the company issued at par 545,489,545 “B” Ordinary Shares of £1 each.<br />
There are no differences in rights and rank between the holders of “A” Ordinary Shares and holders of “B” Ordinary Shares.<br />
The holders of the Non-Voting Ordinary Shares had the following restrictions on their rights:<br />
i) They had the right to participate in any dividend or other distribution of profits of the company if and to the extent resolved by the directors<br />
of the company in their absolute discretion.<br />
ii)<br />
They had no rights to vote at general meetings of the company.<br />
The holders of the Floating Rate Non-Voting Preference Shares had the following restrictions on their rights:<br />
i) They had no rights to vote at general meetings of the company.<br />
ii)<br />
They were entitled to receive, out of profits legally available for that purpose if and when declared by the directors of the company, preferential<br />
cumulative dividends that accrue rateably on a daily basis and are payable in cash, semi-annually in arrears.<br />
iii) They were not entitled to any dividends in excess of the full non-cumulative dividends declared on the Floating Rate Non-Voting Preference Shares.<br />
iv) On a return of capital on winding-up (other than on redemption or purchase of shares) or otherwise, they were entitled to any payment in priority to<br />
the holders of any other class of shares.<br />
v) They would not share in the balance of assets remaining after the payments due in (iv) above.<br />
20 Reconciliation of movements in reserves and shareholders’ funds<br />
Foreign<br />
Called up Share currency<br />
share premium translation Revaluation Profit and<br />
2011 capital reserve reserve reserve loss reserve Total<br />
Group £000 £000 £000 £000 £000 £000<br />
At 1 January 2011 2,454,133 361,550 148,863 412 (767,980) 2,196,978<br />
Profit for the year – – – – 95,052 95,052<br />
Capital reduction (145,560) (361,550) – – 483,810 (23,300)<br />
Currency translation differences – – 18,186 – – 18,186<br />
Actuarial gain recognised in the pension schemes – – – – 3,088 3,088<br />
Movement on deferred tax relating to pension liability – – – – 1,266 1,266<br />
Revaluation – – – (113) – (113)<br />
Dividend – – – – (600,054) (600,054)<br />
At 31 December 2011 2,308,573 – 167,049 299 (784,818) 1,691,103