Marks and Spencer 2002 Annual Report Download - page 49

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24. Called up share capital continued
Changes in the period to authorised share capital
The Company was incorporated on 23 July 2001 with an authorised share capital of 100 ordinary shares of £1 each.
On 22 January 2002 the authorised share capital was increased to £10,080,050,000 by the creation of 50,000
redeemable preference shares of £1 each, 7,839,999,900 ordinary shares of £1 each and 3,200,000,000 B shares of
70p each. The authorised ordinary shares were then subdivided into ordinary shares of 1p each and the total issued
and authorised ordinary share capital was consolidated into 3,200,000,000 ordinary shares of £2.45 each.
On 22 March 2002 the nominal value of ordinary shares was reduced from £2.45 each to 25p each in a Court
approved capital reduction. The redeemable preference shares were removed from the authorised share capital of
the Company following their redemption on 24 March 2002.
The holders of B shares are not entitled to receive notification of any general meeting of Marks and Spencer Group
p.l.c., or to attend, speak or vote at any such meeting. B shares carry the right to a sub-LIBOR dividend paid on a
semi-annual basis in priority to any dividend paid to the holders of ordinary shares. In the event of the winding up
of Marks and Spencer Group p.l.c., the holders of B shares will be entitled to 70p in respect of each B share held,
together with the relevant proportion of the dividend payable.
The B shares may be redeemed at six monthly intervals, the first redemption date having been 25 March 2002. At any
time after 19 March 2005, or earlier, when the total number of B shares remaining in issue becomes less than 25% of
the total number of B shares originally issued, Marks and Spencer Group p.l.c. may, on giving notice in writing to the
holders of the B shares, redeem all, but not some, of the B shares in issue on that date. The redemption shall be on
the basis of 70p per share.
Changes in the period to the issued share capital of Marks and Spencer p.l.c.
In the period from 1 April 2001 to 18 March 2002 2,449,658 ordinary shares having an aggregate nominal value of
£0.6m were issued under the terms of the Group’s share schemes which are described in note 11. The aggregate
consideration received was £5.9m.
Of the 2,449,658 ordinary shares referred to above, 35,000 ordinary shares were subscribed for by the Marks and
Spencer p.l.c. Qualifying Employee Share Ownership Trust (the ‘QUEST’) at a market value of £0.1m. Of the shares
held by the QUEST, 2,558,578 were allocated to employees, including executive directors, in satisfaction of options
exercised under the Marks and Spencer United Kingdom Employees’ Save As You Earn Share Option Scheme.
The Group received £2.5m (last year £nil) from the QUEST for this purpose. The income from this contribution was
transferred by the Group directly to the profit and loss account reserve (see note 25). At 30 March 2002, 810,835
shares were held by the QUEST.
During the period, 21,446,162 ordinary shares having a nominal value of £5.4m were purchased by the Group for
an aggregate consideration of £52.0m. These shares were then cancelled and the nominal value of the shares
transferred to other reserves (see note 25).
On 18 March 2002, Marks and Spencer p.l.c. had 2,848,387,227 shares in issue, with an aggregate nominal value
of £712.1m, which were transferred to Marks and Spencer Group p.l.c. as part of the Scheme of Arrangement.
Changes in the period to the issued share capital of Marks and Spencer Group p.l.c.
Two ordinary shares of £1 each were issued by the Company on incorporation on 23 July 2001.
On 22 January 2002 the existing issued ordinary shares were subdivided into ordinary shares of 1p each, a further
290 ordinary shares of 1p each were issued and then the total issued ordinary share capital was consolidated into
2 ordinary shares of £2.45 each. On the same day, 50,000 redeemable preference shares were issued at par.
On 19 March 2002, 2,305,837,279 ordinary shares of £2.45 each and 2,848,387,227 B Shares of 70p each, worth a total
nominal value of £7,643,172,392 were issued in consideration for 100% of the issued ordinary share capital of
Marks and Spencer p.l.c.
On 24 March 2002, all of the issued redeemable preference shares and the two ordinary shares issued on
incorporation were redeemed at par and on 27 March 2002, 2,454,183,798 of the B shares were redeemed at par.
The nominal value of the cancelled shares has been transferred to the capital redemption reserve (see note 25).
In the period from 19 March 2002 to 30 March 2002, 1,114,664 ordinary shares having an aggregate nominal value of
£0.2m were issued under the terms of the Group’s share schemes. The aggregate consideration received was £3.0m.