Unilever 1999 Annual Report Download - page 20

Unilever Group Notes to the consolidated accounts
20 Called up share capital
Nominal Number Allotted,
value of shares called up
Authorised per share allotted and fully paid
1999 1998 1999 1998
Preferential share capital
Fl. million NV Fl. million
75 75 7% Cumulative Preference Fl. 1 000 29 000 29 29
200 200 6% Cumulative Preference Fl. 1 000 161 060 161 161
75 75 4% Cumulative Preference Fl. 100 750 000 75 75
65 10 cents Cumulative Preference Fl. 0.10 211 473 785 21
415 350 286 265
Ordinary share capital
Fl. million NV Fl. million
1120 Ordinary: (1999) Fl. 1.12 571 575 900 640
1 000 (1998) Fl. 1 640 165 000 640
22 Ordinary (shares numbered 1 to 2 400 - ‘Special Shares’) Fl. 1 000 2 400 22
—— Internal holdings eliminated in consolidation (Fl. 1 000 shares) (2) (2)
1122 1002 640 640
Total NV share capital 926 905
£ million PLC £ million
136.2 Ordinary: (1999) 1.4p 2 911 458 580 40.8
136.2 (1998) 1.25p 3 260 695 640 40.8
0.1 0.1 Deferred £1 stock 100 000 0.1 0.1
—— Internal holdings eliminated in consolidation (£1 stock) (0.1) (0.1)
136.3 136.3 Total PLC share capital 40.8 40.8
Guilder equivalent in millions (at Fl. 12=£1) 489 489
The 7%, 6% and 4% preference shares of NV are entitled to
dividends at the rates indicated. The 10 cents preference shares of
NV are entitled to a dividend of 65% of the 6 months Euribor
interest rate on their notional value of Fl. 14.50 each. A nominal
dividend of
1
⁄ 4 % is paid on the deferred stock of PLC.
The 4% cumulative preference share capital of NV is redeemable at
par at the Company’s option either wholly or in part. The
Company has agreed that it will not buy back the 10 cents
cumulative preference share capital of NV before 9 June 2004. At
any time after this date, at the Company’s option, Fl. 14.40 of the
notional value of the preference shares is convertible into ordinary
NV shares and the remaining notional value is then redeemable.
The Company expects to exercise the conversion right if any
preference shares remain outstanding after 1 December 2004. The
other classes of preferential share capital of NV and the deferred
stock of PLC are not redeemable.
Each shareholder of NV has one vote for each Fl. 0.10 of capital
held of whatever class. Each shareholder of PLC has one vote for
each 1.4p of capital held. N.V. Elma and United Holdings Limited
(see ‘Internal holdings’) may not, by law, exercise any votes in
general meetings of shareholders of NV, and United Holdings
Limited may not exercise any votes in general meetings of PLC.
In accordance with the Equalisation Agreement and the Articles
of Association of NV and PLC, if either or both companies go into
liquidation, the amounts available for distribution amongst
shareholders are applied firstly to the repayment of preferential
capital and arrears of dividends on preferential capital, and
secondly to the distribution to ordinary shareholders of any
reserves that have arisen under the Equalisation Agreement.
Any remaining surplus is then pooled and distributed amongst
the holders of ordinary shares of both companies such that the
amount payable on each Fl. 12 nominal of ordinary capital of NV
is equal at the relevant rate of exchange to the amount payable
on each £1 nominal of ordinary capital of PLC. The holders of
PLC’s deferred stock are only entitled to repayment of capital.
The reduction in the number of NV and PLC ordinary shares in
issue during the year, and the change in the nominal values of the
shares, arises from the consolidation of the ordinary share capitals,
which together with the payment of a special dividend, was
approved at the Annual General Meeting of each company on 4
May 1999. The consolidation of the NV ordinary shares was on the
basis of 100 new shares of Fl. 1.12 each for every 112 existing
shares of Fl. 1 each, and the consolidation of the PLC shares was
on the basis of 100 new shares of 1.4p each for every 112 existing
shares of 1.25p each.
Under the arrangements for the variation of the Leverhulme Trust,
shares in a group company have been issued which are convertible
at the end of the year 2038 into a maximum of 207 500 000
ordinary shares of PLC.
Internal holdings
The ordinary shares numbered 1 to 2 400 (inclusive) in NV and
deferred stock of PLC are held as to one half of each class by N.V.
Elma – a subsidiary of NV – and one half by United Holdings
Limited – a subsidiary of PLC. This capital is eliminated in
consolidation. It carries the right to nominate persons for election
as directors at general meetings of shareholders. The above
mentioned subsidiaries have waived their rights to dividends on
their ordinary shares in NV.
The directors of N.V. Elma are NV and PLC, who with
Mr A Burgmans and Mr NWA FitzGerald, are also directors
of United Holdings Limited.
20 Unilever Annual Accounts 1999