Full Annual Report - Inchcape

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.
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