Marks and Spencer 2015 Annual Report Download - page 81

OUR PERFORMANCEFINANCIAL STATEMENTS GOVERNANCE OUR BUSINESS
79
ANNUAL REPORT AND FINANCIAL STATEMENTS 2015
Information provided to the Company
pursuant to the Financial Conduct
Authority’s (FCA) Disclosure and
Transparency Rules (DTRs) is published
on a Regulatory Information Service
and on the Company’s website. As at
28 March 2015, the following information
has been received, in accordance with
DTR5, from holders of notifi able interests
in the Company’s issued share capital.
The information provided below was
correct at the date of notifi cation; however,
the date received may not have been
within the current fi nancial year. It should
be noted that these holdings are likely to
have changed since the Company was
notifi ed. However, notifi cation of any
change is not required until the next
notifi able threshold is crossed.
Notifi able interests
Ordinary
shares
%
of capital Nature of holding
Blackrock, Inc 81,834,738 5 Indirect (4.97%) & CFD (0.04%)
The Capital Group Companies, Inc 66,681,922 4.049 Indirect Interest
The Wellcome Trust 47,464,282 3.01 Direct Interest
Notifi cations were also received from William Adderley and Majedie Asset Management Limited during the year to
disclose that th ey no lo n ge r held a notifi able interest.
PROFIT AND DIVIDENDS
The profi t for the fi nancial year, after
taxation, amounts to £661.2m (last year
£662.9m). The directors have declared
dividends as follows:
Ordinary shares £m
Paid interim dividend
of 6.4p per share
(last year 6.2p per share) £104.5m
Proposed fi nal dividend
of 11.6p per share
(last year 10.8p per share) £191.2m
Total ordinary dividend of
18.0p per share
(last year 17.0p per share) £296.7m
The fi nal ordinary dividend will be paid on
10 July 2015 to shareholders whose names
are on the Register of Members at the close
of business on 29 May 2015.
SHARE CAPITAL
The Company’s issued ordinary share
capital as at 28 March 2015 comprised a
single class of ordinary share. Each share
carries the right to one vote at general
meetings of the Company.
During the period, 15,566,772 ordinary
shares in the Company were issued
as follows:
> 918,578 shares under the terms of the
2002 Executive Share Option Scheme
at prices between 347p and 352p.
> 14,602,805 shares under the terms of the
United Kingdom Employees’ Save As You
Earn Share Option Scheme at prices
between 203p and 405p.
> 45,389 shares under the terms of the
ROI Employees’ Save As You Earn Share
Option Scheme at prices between 258p
and 405p.
Details of movements in the Company’s
issued share capital can be found on page
119 in note 24 to the fi nancial statements.
RESTRICTIONS ON
TRANSFER OF SECURITIES
There are no specifi c restrictions on the
transfer of securities in the Company, which
is governed by its Articles of Association
and prevailing legislation. The Company
is not aware of any agreements between
holders of securities that may result in
restrictions on the transfer of securities
or that may result in restrictions on
voting rights.
VARIATION OF RIGHTS
Subject to applicable statutes, rights
attached to any class of share may be varied
with the written consent of the holders of at
least three-quarters in nominal value of the
issued shares of that class, or by a special
resolution passed at a separate general
meeting of the shareholders.
RIGHTS AND OBLIGATIONS
ATTACHING TO SHARES
Subject to the provisions of the Companies
Act 2006, any resolution passed by the
Company under the Companies Act 2006
and other shareholders’ rights, shares may
be issued with such rights and restrictions
as the Company may by ordinary resolution
decide, or (if there is no such resolution or so
far as it does not make specifi c provision)
as the Board (as defi ned in the Articles)
may decide. Subject to the Articles,
the Companies Act 2006 and other
shareholders’ rights, unissued shares
are at the disposal of the Board.
POWERS FOR THE COMPANY ISSUING
OR BUYING BACK ITS OWN SHARES
The Company was authorised by
shareholders, at the 2014 AGM, to purchase
in the market up to 10% of the Company’s
issued share capital, as permitted under the
Company’s Articles. No shares have been
bought back under this authority during
the year ended 28 March 2015. This standard
authority is renewable annually; the
directors will seek to renew this authority
at the 2015 AGM. It is the Company’s present
intention to cancel any shares it buys back ,
rather than hold them in treasury.
The directors were granted authority at
the 2014 AGM to allot relevant securities
up to a nominal amount of £136,089,559.
This authority will apply until the conclusion
of the 2015 AGM . At this year’s AGM,
shareholders will be asked to grant an
authority to allot relevant securities (i) up to
a nominal amount of £137,372,598.67 and
(ii) comprising equity securities up to a
nominal amount of £274,745,197.33 (after
deducting from such limit any relevant
securities allotted under (i)), in connection
with an o er of a rights issue, (the Section
551 amount), such Section 551 amount
to apply until the conclusion of the
AGM to be held in 2016 or, if earlier, on
27 September 2016.
A special resolution will also be proposed
to renew the directors’ powers to make non
pre-emptive issues for cash in connection
with rights issues and other wise up to a
nominal amount of £20,605,889.80. A special
resolution will also be proposed to renew
the directors’ authority to repurchase the
Company’s ordinary shares in the market.
The authority will be limited to a maximum
of 164 million ordinary shares and sets the
minimum and maximum prices which will
be paid.
INTERESTS IN VOTING RIGHTS