Barclays 2007 Annual Report Download - page 275

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Financial statements
Barclays PLC Annual Report 2007 273
i Called up share capital
Ordinary Shares
The authorised ordinary share capital of the Bank, as at 31st December 2007, was 3,000 million (2006: 3,000 million) ordinary shares of £1 each.
During the year, the Bank issued 7 million ordinary shares with an aggregate nominal value of £7m, for cash consideration of £111m.
Preference Shares
The authorised preference share capital of Barclays Bank PLC, as at 31st December 2007, was 1,000 Preference Shares (2006: 1,000) of £1; 400,000
Preference Shares of ¤100 each (2006: 400,000); 400,000 Preference Shares of £100 each (2006: 400,000); 400,000 Preference Shares of US$100 each
(2006: 400,000); 150 million Preference Shares of US$0.25 each (2006: 80 million).
The issued preference share capital of Barclays Bank PLC, as at 31st December 2007, comprised 1,000 (2006: 1,000) Sterling Preference Shares
of £1 each; 240,000 (2006: 240,000) Euro Preference Shares of ¤100 each; 75,000 (2006: 75,000) Sterling Preference Shares of £100 each; 100,000
(2006: 100,000) US Dollar Preference Shares of US$100 each; 131 million (2006: 30 million) US Dollar Preference Shares of US$0.25 each.
2007 2006
£m £m
Called up share capital, allotted and fully paid
At beginning of year 2,329 2,318
Issued for cash 711
At end of year 2,336 2,329
Called up preference share capital, allotted and fully paid
At beginning of year 34 30
Issued for cash 12 4
At end of year 46 34
Called up share capital 2,382 2,363
Share premium
2007 2006
£m £m
At beginning of year 9,452 8,882
Ordinary shares issued for cash 104 168
Preference shares issued for cash 1,195 402
At end of year 10,751 9,452
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. Holders of the £1
Preference Shares are not entitled to receive notice of, or to attend, or vote at, any general meeting of Barclays Bank PLC.