Carphone Warehouse 2015 Annual Report Download - page 47

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Dixons Carphone plc Annual Report and Accounts 2014/15
Corporate Governance
45
Capital structure
The Company’s only class of share is ordinary shares. Details
of the movements in issued share capital during the year are
provided in note 21 to the Group financial statements. The
voting rights of Dixons Carphone plc shares are identical with
each share carrying the right to one vote. Dixons Carphone plc
holds no shares in treasury and did not make any market
purchases of its own shares during the year under review.
Details of employee share schemes are provided in note 5 to
the Group financial statements. The Carphone Warehouse
ESOT held 791,100 shares on 2 May 2015 (2014: 4.9 million
shares) and the Dixons Retail plc ESOT held 151,829 shares.
Both ESOTs have waived their right to receive dividends.
Restrictions on transfer of securities of the Company
There are no specific restrictions on the size of a holding nor
on the transfer of shares, which are both governed by the
general provisions of the Articles of Association and prevailing
legislation. The directors are not aware of any agreements
between holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the
Company’s share capital and all issued shares are fully paid.
Change of control – significant agreements
The Company does not have any significant agreements which
contain change of control clauses other than for its borrowings.
Further details are disclosed in note 17 to the Group financial
statements. Such information is incorporated into this Directors’
report by reference and is deemed to form part of this report.
In addition, provisions under the rules of the Company’s share
incentive schemes may cause options and awards granted
under these schemes to vest and become exercisable in the
event of a change of control.
Significant shareholdings
At 2 May 2015, the Company had been notified, in accordance
with Chapter 5 of the Disclosure and Transparency Rules of
the UK Financial Conduct Authority, of the following interests
of over 3% in the voting rights of the Company:
Name
Number of
shares
Percentage of
share capital
BlackRock, Inc. 64,226,251 5.58%
Standard Life Investments 57,001,657 4.95%
D P J Ross 56,388,699 4.89%
At 16 July 2015 no change in these shareholdings had
been notified.
Directors’ interests in the Company’s shares and the
movements thereon are detailed in the Remuneration
report on pages 71 to 73.
Dividend
The Board has proposed a final dividend for the year ended
2 May 2015. Details of this and other dividends paid for the
year are as follows:
13 months
ended
2 May 2015
Year
ended
29 Mar 2014
Interim dividend 2.5p 2.0p
Final dividend 6.0p 4.0p
Total ordinary 8.5p 6.0p
The right to receive any dividend has been waived in part by
the Trustees of the Company’s Employee Share Ownership
Trusts over a combined holding of 942,929 shares.
Issue of shares
In accordance with section 551 of the Companies Act 2006,
shareholders can authorise the directors to allot shares in the
Company up to one third of the issued share capital of the
Company. Accordingly, at the 2014 annual general meeting
shareholders approved a resolution to give the directors
authority to allot shares up to an aggregate nominal value of
£192,022.59. The directors were also authorised to allot shares
in relation to the Merger up to an aggregate nominal amount
of £576,067.77.
The directors have no present intention to issue ordinary
shares, other than pursuant to obligations under employee
share schemes. This resolution remains valid until the
conclusion of this year’s Annual General Meeting when
a resolution will be proposed to renew the authority.
Authority was given by the shareholders at the 2014 annual
general meeting to purchase a maximum of 57,606,776 shares,
such authority remaining valid for 15 months or until the
conclusion of the Company’s 2015 Annual General Meeting.
The authority was not exercised during the period or prior to
the date of this report. The Company will seek the usual
renewal of this authority at the forthcoming Annual General
Meeting but has no current intention to make such purchases.