Vodafone 2001 Annual Report Download - page 47

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Vodafone Group Plc
Annual Report & Accounts
for the year ended
31 March 2001
45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
19 Called up sh are cap ital
2001 2000
Number £m Number £m
Au th orised
Ordinary shares of US$0.10 each 78,000,000,000 4,875 78,000,000,000 4,875
7% cumulative fixed rate shares of £1 each 50,000 – 50,000 –
–––––––––––– ––––– –––––––––––– –––––
78,000,050,000 4,875 78,000,050,000 4,875
–––––––––––– ––––– –––––––––––– –––––
Ordin ary shares allotted, issued and fully p aid
1 April 61,334,032,162 3,797 3,099,406,734 155
Allotted and issued during the year 3,678,468,984 257 58,234,625,428 3,642
–––––––––––– ––––– –––––––––––– –––––
31 March 65,012,501,146 4,054 61,334,032,162 3,797
–––––––––––– ––––– –––––––––––– –––––
Allotted durin g the year
Nominal
Number value Proceeds
£m £m
UK share option schemes 12,106,211 1 9
US share option schemes and restricted stock awards 63,174,870 5 61
–––––––––––– –––––––– –––––
Total for share option schemes and restricted stock awards 75,281,081 6 70
Scrip dividends 24,740,349 2
Shares issued as consideration for the acquisition of interests in:
Mannesmann AG 58,131,922 4
Airtel Móvil S.A. 3,097,446,624 216
Swisscom Mobile SA 422,869,008 29
–––––––––––– –––––––– –––––
3,678,468,984 257 70
–––––––––––– –––––––– –––––
At 31 March 2000, 30,141,094,250 ordinary shares of $0.10 each had been issued to shareholders of Mannesmann AG, following the
receipt of valid acceptances of the Company’s Offer representing approximately 98.62% of the issued share capital and approximately
99.72% of Convertible Bonds in issue. Between 1 April 2000 and 31 August 2000 a further 58,131,922 ordinary shares were issued to
shareholders of Mannesmann AG which, together with other stake increases, has increased the Group’s interest in the company to
98.826% of its issued share capital.
On 29 December 2000, the Group completed its acquisition of a total of 4,061,948 shares in Airtel Móvil S.A., representing
approximately 52.1% of the issued share capital. In consideration for their shareholdings the Company issued 3,097,446,624 new
ordinary shares to the transferring shareholders.
Following the receipt of regulatory approvals and the agreement of Swisscom AG’s shareholders, the acquisition of a 25% equity
interest in Swisscom Mobile SA was completed. The Company satisfied the first tranche of consideration by the issue of 422,869,008
ordinary shares and the payment of CHF25 million in cash. The second tranche will be satisfied in ordinary shares or cash, or a
combination of both, at the Company’s discretion and is payable by March 2002. The deferred consideration of approximately £978m
has been disclosed as ‘Shares to be issued’ within equity shareholders’ funds.
In February 1998, the Company established a Qualifying Employee Share Ownership Trust (‘QUEST’) to operate in connection with the
Company’s Savings Related Share Option Scheme. The trustee of the QUEST is Vodafone Group Share Trustee Limited, a wholly owned
subsidiary of the Company. At 31 March 2001 the trustee held 5,861,959 Vodafone Group ordinary shares. No shares had been issued
to the trustee during the year. The market value at 31 March 2001 for the total shareholding of the trustee was £11m. The dividend
rights in respect of these shares have been waived. During the year 6,670,405 shares had been transferred to option holders
exercising options under the Savings Related Share Option Scheme.
In July 1998, the Company established an Employee Benefit Trust (‘EBT’) to operate in connection with the Company’s Savings Related
Share Option Scheme and the executive share schemes. The trustee of the EBT is Vodafone Group Share Schemes Trustee Limited, a
wholly owned subsidiary of the Company. A total of 874,656 new ordinary shares have been allotted for use by the EBT during the
year, all of which have been transferred to employees exercising options under the relevant share option schemes.
The proceeds of share issues which have not been issued to parties outside the Group have been shown as deductions from the
Group profit and loss account reserves.