Barclays 2008 Annual Report Download - page 311

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Financial statements
Barclays PLC Annual Report 2008 309
kCalled up share capital (continued)
Sterling£1 Preference Shares
1,000 Sterling cumulative callable preference shares of £1each (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 Act1985 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. IfBarclays
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 £1per £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 Act1985 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.
EuroPreference Shares
100,000 Euro 4.875%non-cumulative callable preference shares of ¤100 each (the ‘4.875% Preference Shares’) were issued on 8th December 2004
for a consideration of ¤993.6m(£688.4m), of which the nominal value was ¤10m and the balance was share premium.The 4.875%Preference Shares
entitle the holders thereof to receive Euro non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of
4.875%per annum on the amount of ¤10,000 per preference share until 15th December 2014, and thereafter quarterly at a rate reset quarterly equal
to 1.05%per annum above the Euro interbank offered rate for three-month Euro deposits.
The 4.875%Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only,on 15th December 2014, and on each
dividend payment date thereafter at ¤10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.
140,000 Euro 4.75%non-cumulative callable preference shares of ¤100 each (the ‘4.75% Preference Shares’) were issued on 15th March 2005 for a
consideration of ¤1,383.3m(£966.7m), of which the nominal value was ¤14m and the balance was share premium.The 4.75%Preference Shares entitle
the holders thereof to receive Euro non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of 4.75%per
annum on the amount of ¤10,000 per preference share until 15th March 2020, and thereafter quarterly at a rate reset quarterly equal to 0.71%per
annum above the Euro interbank offered rate for three-month Euro deposits.
The 4.75%Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only,on 15th March 2020, and on each dividend
payment date thereafter at ¤10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.
SterlingPreference Shares
75,000 Sterling 6.0%non-cumulative callable preference shares of £100 each (the ‘6.0% Preference Shares’) were issued on 22nd June 2005 for a
consideration of £732.6m,of which the nominal value was £7.5m and the balance was share premium.The 6.0%Preference Shares entitle the holders
thereof to receive Sterling non-cumulative cash dividends out of distributable profits of Barclays Bank PLC, annually at a fixed rate of 6.0%per annum on
the amount of £10,000 per preference share until 15th December 2017, and thereafter quarterly at a rate reset quarterly equal to 1.42%per annum
above the London interbank offered rate for three-month Sterling deposits.
The 6.0%Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only,on 15th December 2017, and on each
dividend payment date thereafter at £10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.
US Dollar Preference Shares
100,000 US Dollar 6.278%non-cumulative callable preference shares of US$100 each (the ‘6.278% Preference Shares’), represented by 100,000
American Depositary Shares,Series 1, were issued on 8th June 2005 for a consideration of US$995.4m(£548.1m), of which the nominal value was
US$10m and the balance was share premium.The 6.278%Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash
dividends out of distributable profits of Barclays Bank PLC, semi-annually at a fixed rate of 6.278%per annum on the amount of US$10,000 per
preference share until 15th December 2034, and thereafter quarterly at a rate reset quarterly equal to 1.55%per annum above the London interbank
offered rate for three-month US Dollar deposits.
The 6.278%Preference Shares are redeemable at the option of Barclays Bank PLC, in whole but not in part only,on 15th December 2034, and on each
dividend payment date thereafter at US$10,000 per share plus any dividends accrued for the then current dividend period to the date fixed for redemption.
30 million US Dollar 6.625%non-cumulative callable preference shares of US$0.25 each (the ‘6.625% Preference Shares’), represented by 30 million
American Depositary Shares,Series 2, were issued on 25th and 28th April 2006 for a consideration of US$727m(£406m), of which the nominal value
was US$7.5m and the balance was share premium.The 6.625%Preference Shares entitle the holders thereof to receive US Dollar non-cumulative cash
dividends out of distributable profits of Barclays Bank PLC, quarterly at a fixed rate of 6.625%per annum on the amount of US$25 per preference share.