© Rolls-Royce Group plc 2004
Legal information
  prev: Financial instruments next: Reserves back: Notes to the accounts back: Financial statements menu |
|
  pdf [1,644k] |
||
|
|
|
|
|
|
| 25 Share capital | |||||
| Non-equity special share of £1 |
Equity ordinary shares | Nominal value £m |
Preference shares of £1 each |
Nominal value £m |
|
| Authorised | |||||
| At January 1, 2003 – Rolls-Royce plc | 1 | 2,000,000,000 | 400 | — | — |
| At December 31, 2003 – Rolls-Royce Group plc | 1 | 2,499,999,998 | 500 | 50,000 | — |
| Issued and fully paid | |||||
| At January 1, 2003 | 1 | 1,616,996,070 | 323 | ||
| Exercise of share options | — | 17,068 | — | ||
| In lieu of paying dividends in cash | — | 13,983,370 | 3 | ||
| At June 23, 2003 – shares in Rolls-Royce plc of 20p each | 1 | 1,630,996,508 | 326 | — | — |
On formation of Rolls-Royce Group plc |
— | 2 | — | 50,000 | — |
| Group reorganisation – exchanged for shares in Rolls-Royce Group plc of 70p each | — | 1,630,996,508 | 1,142 | — | — |
| Capital reduction to 20p per ordinary share | — | — | (816) | — | — |
| Redemption/cancellation of shares | — | (2) | — | (50,000) | — |
|
1 | 1,630,996,508 | 326 | — | — |
| Exercise of share options | — | 629,394 | — | — | — |
| In lieu of paying dividends in cash | — | 34,993,941 | 7 | — | — |
| At December 31, 2003 | 1 | 1,666,619,843 | 333 | — | — |
| On June 23, 2003 under a scheme of arrangement between Rolls-Royce plc, the former holding company of the Group, and its shareholders under Section 425 of the Companies Act 1985, and as sanctioned by the High Court, all the issued shares in that company were cancelled and the same number of new shares were issued to Rolls-Royce Group plc in consideration for the allotment to shareholders of one ordinary share in Rolls-Royce Group plc for each ordinary share in Rolls-Royce plc held on the record date (June 20, 2003). In the above table the figures up to June 23, 2003 relate to shares in Rolls-Royce plc. Subsequent movements relate to shares in Rolls-Royce Group plc. Rolls-Royce Group plc was incorporated on March 21, 2003 with an authorised share capital of £1,750m and issued shares as follows: – 2 ordinary shares of 70 pence – 50,000 redeemable preference shares of £1 were issued to Shield Trust Limited On June 23, 2003, as part of the scheme of arrangement noted above, a further 1,630,996,508 ordinary shares of 70 pence were issued, whereby the Company was interposed as the new holding company of the Rolls-Royce Group. As required by Section 131 of the Companies Act 1985 (Merger Relief ), no share premium was recognised. Additionally the entire issued redeemable preference share capital was redeemed at par, and the two ordinary shares cancelled. On June 25, 2003 the share capital of Rolls-Royce Group plc was reduced by reducing the nominal value of the ordinary shares from 70 pence to 20 pence as sanctioned by the High Court. As a result £816m was added to the profit and loss account reserve for both the Company and the Group. For the Company this amount is distributable. Certain special rights, set out in the Company’s Articles of Association, attach to the special rights redeemable preference share (special share) issued to HM Government. Subject to the provisions of the Companies Act 1985, the special share may be redeemed by the Treasury Solicitor at par at any time. The special share confers no rights to dividends or to vote at general meetings but in the event of a winding-up it shall be repaid at its nominal value in priority to any other shares. After the scheme of arrangement became effective, the special share was redeemed and a new special share in Rolls-Royce Group plc issued. As a result of the scheme of arrangement, holders of options over ordinary shares in Rolls-Royce plc under the sharesave schemes and the executive option schemes were permitted to exchange their options for options over an equivalent number of ordinary shares in Rolls-Royce Group plc. Option holders in the sharesave schemes were alternatively entitled to exercise their options for a period of six months from the scheme date. At December 31, 2003, the following ordinary shares were subject to options: |
||||
| Date of grant | Number | Exercise price | Exercisable dates |
|
| Executive share option scheme | 1995 | 1,320,250 | 176p | 2004-2005 |
| 1996 | 50,400 | 238p | 2004-2006 | |
| Executive share option plan | 1999 | 1,083,790 | 269p | 2004-2009 |
| 1999 | 232,540 | 216p | 2004-2009 | |
| 2000 | 5,825,852 | 194p | 2004-2010 | |
| 2000 | 1,789,441 | 194p | 2004-2010 | |
| 2000 | 18,404 | 163p | 2004-2010 | |
| 2000 | 86,658 | 163p | 2004-2010 | |
| 2000 | 11,731 | 170p | 2004-2010 | |
| 2001 | 981,230 | 216p | 2004-2011 | |
| 2001 | 9,292,927 | 216p | 2004-2011 | |
| 2001 | 15,258,868 | 216p | 2004-2011 | |
| 2001 | 27,522 | 218p | 2004-2011 | |
| 2001 | 297,337 | 218p | 2004-2011 | |
| 2002 | 14,574,011 | 188p | 2005-2012 | |
| 2002 | 667,958 | 188p | 2005-2012 | |
| 2002 | 581,312 | 216p | 2005-2012 | |
| 2003 | 37,581,906 | 77p | 2006-2013 | |
| 2003 | 11,340 | 170p | 2006-2013 | |
| 2003 | 166,391 | 170p | 2006-2013 | |
| Sharesave schemes | 1997 | 2,398,841 | 205p | 2005 |
| *1998 | 51,883 | 107p | 2004 | |
| 1999 | 7,568,935 | 194p | 2005/2007 | |
| 2001 | 43,284,383 | 108p | 2005/2007/2009 | |
| 2003 | 24,816,586 | 141p | 2006/2009 | |
Under the terms of the executive share option scheme and the executive share option plan, options granted to 564 directors and senior executives were outstanding
at December 31, 2003.
Under the terms of the sharesave schemes, the Board may grant options to purchase ordinary shares in the Company each year to those employees who enter into an
Inland Revenue approved Save As You Earn (SAYE) contract for a period of either three, five or seven years.
Employees in 28 countries participate in sharesave schemes through arrangements broadly comparable to the UK scheme.
*Relates to options granted under the Vickers plc sharesave schemes which, following the acquisition of Vickers plc,were exchanged in accordance with Inland Revenue Rules
for options over Rolls-Royce plc ordinary shares.