Barclays 2009 Annual Report Download - page 149

www.barclays.com/annualreport09 Barclays PLC Annual Report 2009 147
Directors’ report
The issued ordinary share capital was increased by 3,040 million
ordinary shares during 2009. In addition to those issued as a result of the
exercise of options under the Sharesave and Executive Share Option
Schemes during the year, the following share issues took place:
– During the period 7th January to 30th June 2009, 2,642 million ordinary
shares were issued following the conversion of Mandatorily Convertible
Notes.
– On 28th October 2009, 379 million ordinary shares were issued following
the exercise of warrants to subscribe for ordinary shares.
At 31st December 2009, the issued ordinary share capital totalled
11,411,577,230 shares. Ordinary shares represent 100% of the total issued
share capital as at 31st December 2009. Since 31st December 2009
628.3 million ordinary shares have been issued, of which 626.8 million were
issued on exercise of Warrants on 17th February 2010. As at 5th March
2010, issued ordinary share capital was 12,039,880,284.
The Company’s Articles of Association, a summary of which can be
found in the Shareholder Information section on pages 328 to 335, contain
the following details, which are incorporated into this report by reference:
– The structure of the Company’s capital, including the rights and
obligations attaching to each class of shares.
– Restrictions on the transfer of securities in the Company, including
limitations on the holding of securities and requirements to obtain
approvals for a transfer of securities.
– Restrictions on voting rights.
– The powers of the Directors, including in relation to issuing or buying back
shares in accordance with the Companies Act 2006. It will be proposed at
the 2010 AGM that the Directors be granted new authorities to allot and
buy-back shares under the Companies Act 2006.
– Rules that the Company has about the appointment and removal of
Directors or amendments to the Company’s Articles of Association.
Employee Benefit Trusts (EBTs) operate in connection with certain of
the Group’s Employee Share Plans (Plans). The trustees of the EBTs may
exercise all rights attached to the shares in accordance with their fiduciary
duties other than as specifically restricted in the relevant Plan governing
documents. The trustees of the EBTs have informed the Company that their
normal policy is to abstain from voting in respect of the Barclays shares
held in trust. The trustees of the Sharepurchase EBT may vote in respect
of Barclays shares held in the Sharepurchase EBT, but only at the discretion
of the participants. The trustees will not otherwise vote in respect of shares
held in the Sharepurchase EBT.
Mandatorily Convertible Notes
On 27th November 2008, Barclays Bank PLC issued £4,050m of 9.75%
Mandatorily Convertible Notes (MCNs) maturing on 30th September 2009
to: Qatar Holding LLC; Challenger Universal Limited and entities
representing the beneficial interests of HH Sheikh Mansour Bin Zayed Al
Nahyan, a member of the Royal Family of Abu Dhabi; existing institutional
shareholders; and other institutional investors. If not converted at the
holders’ option beforehand, these instruments mandatorily converted
to ordinary shares of Barclays PLC on 30th June 2009. The conversion price
was £1.53276 and, after taking into account MCNs that were converted
on or before 31st December 2008, resulted in the issue of 2,642 million
new ordinary shares.
Business Review
The Company is required to set out in this report a fair review of the
business of the Group during the financial year ended 31st December
2009 and of the position of the Group at the end of the financial year and
a description of the principal risks and uncertainties facing the Group
(known as a ‘Business Review’). The purpose of the Business Review is
to enable shareholders to assess how the Directors have performed their
duty under section 172 of the Companies Act 2006 (duty to promote the
success of the Company). The information that fulfils the requirements
of the Business Review can be found in the following sections of the
Annual Report:
Pages
– Key performance indicators 26-29
– Financial Review 30-80
– Sustainability 22-23
– Risk factors 82-86
which are incorporated into this report by reference.
Profit Attributable
The profit attributable to equity shareholders of Barclays PLC for the year
amounted to £9,393m, compared with £4,382m in 2008.
Dividends
The final dividend for the year ended 31st December 2009 of 1.5p per
ordinary share of 25p each has been agreed by the Directors. The final
dividend was announced on 16th February 2010 for payment on
19th March 2010 in respect of the ordinary shares registered at the close
of business on 26th February 2010. With the interim dividend of 1.0p per
ordinary share that was paid on 11th December 2009, the total distribution
for 2009 is 2.5p (2008: 11.5p) per ordinary share. The interim and final
dividend for 2009 amounted to £289m (2008: £906m).
Dividend Reinvestment Plan
Shareholders may have their dividends reinvested in Barclays PLC ordinary
shares by participating in the Barclays Dividend Reinvestment Plan (DRIP).
The DRIP is available to all shareholders, including members of Barclays
Sharestore, provided that they do not live in, and are not subject to the
jurisdiction of, any country where their participation in the DRIP would
require Barclays or The Plan Administrator to Barclays DRIP to take action
to comply with local government or regulatory procedures or any similar
formalities. Any shareholder wishing to obtain details and a form to join the
DRIP should write to: The Plan Administrator to Barclays DRIP, Aspect House,
Spencer Road, Lancing BN99 6DA, United Kingdom, or, by telephoning
0871 384 2055 (calls to this number are charged at 8p per minute using
a BT landline. Other telephone providers’ costs may vary) from the UK or
[phone] from overseas.
Share Capital
At the 2008 Annual General Meeting, shareholders approved the creation of
Sterling, Dollar, Euro and Yen preference shares (preference shares) in order
to provide the Group with more flexibility in managing its capital resources.
As at 5th March 2010 (the latest practicable date for inclusion in this report)
no preference shares have been issued.
The Company did not repurchase any ordinary shares of 25p each
during 2009 (2008: 36,150,000 at a total cost of £171,923,243).
As at 5th March 2010, the Company had an unexpired authority to
repurchase ordinary shares up to a maximum of 837,620,130 ordinary
shares. The authorised ordinary share capital was increased by 7,000 million
ordinary shares at the Annual General Meeting held on 23rd April 2009.