Aer Lingus 2013 Annual Report Download - page 131

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129
Deferred tax charged directly to equity is as follows:
2013
2012
€’000
€’000
Fair value reserves in shareholders’ equity
- Cash flow hedging reserve
(431)
(2,659)
- Revaluation reserve on available-for-sale financial assets
(20)
(18)
- Other
212
(230)
(239)
(2,907)
The Group continues to hold unutilised capital losses forward of €1.3 million in respect of which no deferred tax asset is recognised (2012:
€1.3 million).
The Directors are satisfied, based on expected future performance, as indicated by the Group’s five year projections, that there is a
reasonable basis on which to recognise the deferred tax assets.
30 Called-up share capital
2013
2012
€’000
€’000
Authorised
900,000,000 ordinary shares of €0.05 each
45,000
45,000
Issued and fully paid
At 1 January and 31 December
26,702
26,702
The total number of ordinary shares of €0.05 each in issue at 31 December 2013 was 534,040,090 (31 December 2012: 534,040,090) of
which 2,029,606 (31 December 2012: 3,946,658) were treasury shares.
In March 2013, following the vesting of awards granted under the 2010 cycle of the Group's Long Term Incentive Plan (“LTIP”) scheme the
vested awards of participants were settled, resulting in 1,917,052 treasury shares being issued by the Group to LTIP participants. No new
treasury shares were subscribed for or purchased by ALG Trustee Limited during the year.
Share capital
The authorised share capital of the Group comprises ordinary shares.
Restriction on transfer of shares
The Directors, in their absolute discretion and without assigning any reason therefore, many decline to register any transfer of a share which
is not fully paid or any transfer to or by a minor or person of unsound mind but this shall not apply to a transfer of such a share resulting
from a sale of the share through a stock exchange on which the share is listed.
The Directors may also refuse to register any instrument of transfer (whether or not it is in respect of a fully paid share), unless it is: a)
lodged at the Registered Office or at such other place as the Directors may appoint; b) accompanied by the certificate for the shares to which
it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; c) in
respect of only one class of shares; and d) in favour of not more than four transferees.
Share rights
Subject to the Articles of Association of Aer Lingus Group plc the holders of ordinary shares are entitled to share in any dividends in
proportion to the number of shares held by them and are entitled to one vote for every share held by them at a general meeting. On a return
of capital (whether on repayment of capital, liquidation or otherwise) the assets and/or capital legally available to be distributed shall be
distributed amongst the holders of ordinary shares, in proportion to the numbers of ordinary shares held by them, of the nominal value of
their ordinary shares.
Restriction of rights
If the Directors determine that a “Specified Event” as defined in the Articles of Association of Aer Lingus Group plc has occurred in relation
to any share or shares, the Directors may serve a notice to such effect on the holder or holders thereof. Upon the expiry of 14 days from the
service of any such notice, for so long as such notice shall remain in force no holder or holders of the share or shares in such notice shall, in
relation to such specified shares, be entitled to attend, speak or vote either personally, by representative or by proxy at any general meeting
of the Group or at any separate general meeting of the class of shares concerned or to exercise any other right conferred by membership in
relation to any such meeting.
The Directors shall, where the shares specified in such notice represent not less than 0.25 per cent of the class of shares concerned, be
entitled; to withhold payment of any dividend or other amount payable (including shares issuable in lieu of dividend) in respect of the shares
specified in such notice; and/or to refuse to register any transfer of the shares specified in such notice or any renunciation of any allotment of
new shares made in respect thereof unless such transfer or renunciation is shown to the satisfaction of the Directors to be a bone fide transfer
or renunciation to another beneficial owner unconnected with the holder or holders or any person appearing to have an interest in respect of
which a notice has been served.