Barclays 2005 Annual Report Download - page 296

Barclays Bank PLC data
Notes to the accounts
(f) Called up share capital
Ordinary shares
The authorised ordinary share capital of the Bank, as at 31st December 2005, was 3,000 million (2004: 3,000 million) ordinary shares of £1 each.
During the year, the Bank issued 9 million ordinary shares with an aggregate nominal value of £9m, for cash consideration of £135m.
Preference shares
The authorised preference share capital of Barclays Bank PLC, at 31st December 2005, was 1,000 Preference Shares (2004: 1,000) of £1; 400,000
Preference Shares of ¤100 each (2004: 400,000); 400,000 Preference Shares of £100 each (2004: nil); 400,000 Preference Shares of US$100 each
(2004: nil); 80 million Preference Shares of US$0.25 each (2004: nil). At 31st December 2004 the authorised preference share capital included 150 million
US$0.01 preference shares, however during 2005 these preference shares were consolidated and divided into 6 million preference shares of US$0.25 each.
The issued preference share capital of Barclays Bank PLC, at 31st December 2005, comprised 1,000 (2004: 1,000) Sterling £1 Preference Shares of
£1 each; 240,000 (2004: 100,000) Euro Preference Shares of ¤100 each; 75,000 (2004: nil) Sterling 6% Preference Shares of £100 each; 100,000
(2004: nil) US Dollar Preference Shares of US$100 each.
2005 2004
£m £m
Called up share capital, allotted and fully paid
At beginning of year 2,309 2,302
Issued for cash 97
At end of year 2,318 2,309
Called up preference share capital, allotted and fully paid
At beginning of year 7–
Issued for cash 23 7
At end of year 30 7
Called up share capital 2,348 2,316
Share premium
2005 2004
£m £m
At beginning of year 6,531 5,743
Ordinary shares issued for cash 126 107
Preference shares issued for cash 2,225 681
At end of year 8,882 6,531
Sterling £1 Preference Shares
1,000 Sterling cumulative callable preference shares of £1 each (the ‘£1 Preference Shares’) were issued on 31st December 2004 at nil premium.
The £1 Preference Shares entitle the holders thereof to receive sterling cumulative cash dividends out of distributable profits of Barclays Bank PLC,
semi-annually at a rate reset semi-annually equal to the sterling interbank offered rate for six-month sterling deposits.
Barclays Bank PLC shall be obliged to pay such dividends if (1) it has profits available for the purpose of distribution under the Companies Act 1985
as at each dividend payment date and (2) it is solvent on the relevant dividend payment date, provided that a capital regulations condition is
satisfied on such dividend payment date. The dividends shall not be due and payable on the relevant dividend payment date except to the extent
that Barclays Bank PLC could make such payment and still be solvent immediately thereafter. Barclays Bank PLC shall be considered solvent on any
date if (1) it is able to pay its debts to senior creditors as they fall due and (2) its auditors have reported within the previous six months that its
assets exceed its liabilities.
If Barclays Bank PLC shall not pay, or shall pay only in part, a dividend for a period of seven days or more after the due date for payment, the holders
of the £1 Preference Shares may institute proceedings for the winding-up of Barclays Bank PLC. No remedy against Barclays Bank PLC shall be
available to the holder of any £1 Preference Shares for the recovery of amounts owing in respect of £1 Preference Shares other than the institution
of proceedings for the winding-up of Barclays Bank PLC and/or proving in such winding-up.
On a winding-up or other return of capital (other than a redemption or purchase by Barclays Bank PLC of any of its issued shares, or a reduction of
share capital, permitted by the Articles of Barclays Bank PLC and under applicable law), the assets of Barclays Bank PLC available to shareholders
shall be applied in priority to any payment to the holders of ordinary shares and any other class of shares in the capital of Barclays Bank PLC then in
issue ranking junior to the £1 Preference Shares on such a return of capital and pari passu on such a return of capital with the holders of any other
class of shares in the capital of Barclays Bank PLC then in issue (other than any class of shares in the capital of Barclays Bank PLC then in issue
ranking in priority to the £1 Preference Shares on a winding-up or other such return of capital), in payment to the holders of the £1 Preference
Shares of a sum equal to the aggregate of: (1) an amount equal to the dividends accrued thereon for the then current dividend period (and any
accumulated arrears thereof ) to the date of the commencement of the winding-up or other such return of capital; and (2) an amount equal to
£1 per £1 Preference Share.
After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the £1 Preference Shares will have no right
or claim to any of the remaining assets of Barclays Bank PLC and will not be entitled to any further participation in such return of capital. The £1
Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only, subject to the Companies Act and its Articles.
Barclays PLC
Annual Report 2005
294