Marks and Spencer 2016 Annual Report Download - page 76

74
MARKS AND SPENCER GROUP PLC
DIRECTORS’ REPORT: GOVERNANCE
OTHER DISCLOSURES
CONTINUED
Information provided to the Company
pursuant to the Financial Conduct
Authority’s (FCA) Disclosure and
Transparency Rules (DTRs) is published
on a Regulatory Information Service and
on the Company’s website. As at 2 April
2016, the following information has
been received, in accordance with DTR5,
from holders of notifi able interests in
the Company’s issued share capital.
The information provided below was
correct at the date of notifi cation; however,
the date received may not have been
within the current fi nancial year. It should
be noted that these holdings are likely
to have changed since the Company was
notifi ed. However, notifi cation of any
change is not required until the next
notifi able threshold is crossed.
Notifi able interests
Ordinary
shares
%
of capital Nature of holding
Blackrock, Inc 92,601,221 5.68 Indirect (5.13%), Securities
lending (0.3%) & CFD (0.25%)
The Capital Group Companies, Inc 66,681,922 4.049 Indirect Interest
The Wellcome Trust 47,464,282 3.01 Direct Interest
Subsequent to year end, Blackrock, Inc have disclosed information in accordance with DTR5 on three occasions.
The most recent being 11 May 2016, disclosing a holding of 94,068,439 Ordinary shares (5.79%, broken down as follows:
Indirect, 4.85%; Securities lending, 0.54% & CFD, 0.39%).
parties in the course of acting as directors
or Group Secretary or employees of the
Company or of any associated company.
Qualifying pension scheme indemnity
provisions (as defi ned by section 235 of the
Companies Act 2006) were in force during
the course of the fi nancial year ended
2 April 2016 for the benefi t of the Trustees
of the Marks and Spencer pension scheme,
both in the UK and the Republic of Ireland.
PROFIT AND DIVIDENDS
The profi t for the fi nancial year, after
taxation, amounts to £404.4m (last year
£481.7m). The directors have declared
dividends as follows:
Ordinary shares £m
Paid interim dividend
of 6.8p per share
(last year 6.4p per share) £110.9m
Proposed fi nal dividend
of 11.9p per share
(last year 11.6p per share) £192.6m
Total ordinary dividend of
18.7p per share
(last year 18.0p per share) £303.5m
Special dividend £75m
The fi nal ordinary dividend and the special
dividend will be paid on 15 July 2016 to
shareholders whose names are on the
Register of Members at the close of
business on 3rd June 2016.
SHARE CAPITAL
The Company’s issued ordinary share
capital as at 2 April 2016 comprised a single
class of ordinary share. Each share carries
the right to one vote at general meetings
of the Company.
During the period, 6,797,209 ordinary shares
in the Company were issued as follows:
> 62,230 shares under the terms of the
2002 Executive Share Option Scheme
at a price of 352p.
> 6,645,922 shares under the terms of the
United Kingdom Employees’ Save As You
Earn Share Option Scheme at prices
between 258p and 405p.
> 89,057 shares under the terms of the
ROI Employees’ Save As You Earn Share
Option Scheme at prices between 258p
and 405p.
Details of movements in the Company’s
issued share capital can be found on page
119 in note 24 to the fi nancial statements.
RESTRICTIONS ON
TRANSFER OF SECURITIES
There are no specifi c restrictions on the
transfer of securities in the Company,
which is governed by its Articles of
Association and prevailing legislation.
The Company is not aware of any
agreements between holders of securities
that may result in restrictions on the
transfer of securities or that may result
in restrictions on voting rights.
VARIATION OF RIGHTS
Subject to applicable statutes, rights
attached to any class of share may be varied
with the written consent of the holders of
at least three-quarters in nominal value
of the issued shares of that class, or by a
special resolution passed at a separate
general meeting of the shareholders.
Rights and obligations attaching
to shares
Subject to the provisions of the Companies
Act 2006, any resolution passed by the
Company under the Companies Act 2006
and other shareholders’ rights, shares may
be issued with such rights and restrictions
as the Company may by ordinary resolution
decide, or (if there is no such resolution
or so far as it does not make specifi c
provision) as the Board (as defi ned in the
Articles) may decide. Subject to the
Articles, the Companies Act 2006 and
other shareholders’ rights, unissued shares
are at the disposal of the Board.
POWERS FOR THE COMPANY ISSUING
OR BUYING BACK ITS OWN SHARES
The Company was authorised by
shareholders, at the 2015 AGM, to purchase
in the market up to 10% of the Company’s
issued share capital, as permitted under the
Company’s Articles. Under this authority,
the Company purchased 31,647,148
ordinary Marks & Spencer shares between
8 July 2015 and 24 February 2016, at a
nominal value of £7,911,787.00 and a net
cost of £149,894,496.11. The 31,647,148
shares purchased represent 1.95% of the
issued share capital as at 24 February 2016.
All shares purchased were cancelled, and
not held in treasury.
This standard authority is renewable
annually; the directors will seek to renew
this authority at the 2016 AGM. It is the
Company’s present intention to cancel
any shares it buys back, rather than hold
them in treasury.
The directors were granted authority at the
2015 AGM to allot relevant securities up to
a nominal amount of £137,372,598. This
authority will apply until the conclusion
of the 2016 AGM. At this year’s AGM,
shareholders will be asked to grant an
authority to allot relevant securities (i) up
to a nominal amount of £135,313,863 and
(ii) comprising equity securities up to
a nominal amount of £270,627,726 (after
deducting from such limit any relevant
securities allotted under (i)), in connection
with an o er of a rights issue, (the Section
551 amount), such Section 551 amount to
apply until the conclusion of the AGM to be
held in 2017 or, if earlier, on 1 October 2017.
A special resolution will also be proposed
to renew the directors’ powers to make non
pre-emptive issues for cash in connection
with rights issues and otherwise up to a
nominal amount of £20,297,079. A special
resolution will also be proposed to renew
the directors’ authority to repurchase the
Company’s ordinary shares in the market.
The authority will be limited to a maximum
of £164 million ordinary shares and sets
the minimum and maximum prices which
will be paid.
INTERESTS IN VOTING RIGHTS