Full Annual Report - Inchcape

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Financial statements Notes to the accounts continued 6 Creditors – amounts falling due within one year Amounts owed to Group undertakings 0.2 20.1 Other taxation and social security payable 0.3 0.1 Other creditors 2.8 5.5 7 Creditors – amounts falling due after more than one year 2009 £m 2008 £m 3.3 25.7 Amounts owed to Group undertakings 1,652.2 1,330.0 Private Placement 270.2 381.4 Other loans 0.8 1.2 2009 £m 2008 £m 1,923.2 1,712.6 During 2009 US$114.2m of the US$550m Private Placement was repaid, leaving US$235.8m repayable in 2017 which bears interest at a fixed rate of 5.94% per annum and US$200m repayable in 2019 which bears interest at a fixed rate of 6.04% per annum. Other loans are loan notes issued in connection with the acquisition of European Motor Holdings plc and bear interest at rates linked to LIBOR. Amounts owed to Group undertakings bear interest at rates linked to LIBOR. 8 Deferred tax Sharebased payments £m Other timing differences £m At 1 January 2009 0.1 1.4 1.5 (Charged) / credited to the profit and loss account (0.3) 1.2 0.9 Credited to the profit and loss account reserve 0.1 – 0.1 At 31 December 2009 (0.1) 2.6 2.5 9 Provisions for liabilities and charges At 1 January 9.5 8.5 Released to the profit and loss account (1.4) 1.0 At 31 December 8.1 9.5 Provision has been made for warranties, indemnities and other litigation issues in relation to motors and non-motors business exits, based on expected outcomes. These provisions are expected to be settled within the next three to five years. 10 Guarantees and contingencies Guarantees of various subsidiaries’ borrowings (against which £35.0m has been drawn at 31 December 2009, 2008 – £405.0m) 535.0 535.0 The Company is party to composite cross guarantees between banks and its subsidiaries. The Company’s contingent liability under these guarantees at 31 December 2009 was £199.8m (2008 – £178.4m). 11 Share capital a. Authorised Number of shares Ordinary share capital 2009 Number 2008 Number Ordinary share capital at 1.0p per share (2008 – 25.0p per share) 7,956,141,456 786,000,000 79.6 196.5 Deferred share capital at 24.0p per share 487,244,106 – 116.9 – 8,443,385,562 786,000,000 196.5 196.5 2009 £m 2009 £m 2009 £m Total £m 2008 £m 2008 £m 2008 £m 140 Inchcape plc ¦ Annual Report and Accounts 2009
Section Three Financial statements 11 Share capital continued b. Allotted, called up and fully paid up Number of shares Ordinary share capital 2009 Number 2008 Number Ordinary shares At 1 January 487,244,106 486,188,977 121.9 121.6 Share capital re-organisation – – (116.9) – Allotted under share option schemes 154,368 1,055,129 – 0.3 Rights Issue 4,143,316,500 – 41.4 – At 31 December 4,630,714,974 487,244,106 46.4 121.9 2009 £m 2008 £m Deferred shares At 1 January – – – – Share capital re-organisation 487,244,106 – 116.9 – At 31 December 487,244,106 – 116.9 – 163.3 121.9 c. Rights Issue On 23 April 2009, 4,143,316,500 new ordinary shares of 1p each were issued by way of a 9 for 1 Rights Issue. The issue raised £234.3m net of issue costs of £14.3m. The structure utilised to facilitate the Rights Issue attracted merger relief under Section 131 of the Companies Act 1985 and as a result the excess of the net proceeds over the nominal value of the shares issued was initially recorded as a merger reserve. Subsequent internal transactions required to complete the Rights Issue resulted in the excess of £192.9m being transferred to retained earnings and is available for distribution to shareholders. Prior to the Rights Issue, the nominal value of 25p of each existing ordinary share exceeded the proposed issue price of 6p of each new ordinary share. As it was not possible for the Company to issue shares at less than their nominal value, the existing shares were subdivided into one new ordinary share of 1p and one deferred share of 24p. The rights attached to the deferred shares, which are not listed, are limited. Holders of deferred shares have no voting, dividend or capital distribution rights, save for very limited rights on a winding up. It is intended that they will be cancelled and an appropriate reserve created in due course. d. Share buy back programme At 31 December 2009, the Company held 26,875,606 treasury shares (2008 – 26,875,606) with a total book value of £99.4m (2008 – £99.4m). These shares may either be cancelled or used to satisfy share options at a later date. The Group did not repurchase any of its own shares during the period ended 31 December 2009 (2008 – 4,460,000 shares were purchased on the London Stock Exchange). In 2008, the total consideration paid was £16.0m and this was deducted from the Retained earnings reserve (note 13). The shares repurchased in 2008 equated to 0.9% of the issued share capital. e. Substantial shareholdings Details of substantial interests in the Company’s issued ordinary share capital received by the Company at 9 March 2010 under the provisions of the Companies Act 2006 have been disclosed in the significant shareholdings section of the Corporate governance report. www.inchcape.com 141
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Annual Report and Accounts 2009 Ind
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Section One Business review Financi
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The Inchcape Advantage Section One
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Global experience Section One Busin
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Full Annual Report - Inchcape

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