share of £1
of 0.1p each
of £1 each
of 20p each
|At January 1 and December 31, 2004||1||50,000||—||2,499,999,998||500|
|Upon approval of B Share scheme by 2004 AGM||1,000,000,000,000||1,000,000|
|Issued and fully paid|
|At January 1, 2004||1||—||—||—||—||1,666,619,843||333|
|Issued for B Share scheme||—||83,922,435,550||84||—||—||—||—|
|Exercise of share options||—||—||—||—||—||2,654,484||1|
|In lieu of paying dividends in cash||—||—||—||—||—||10,671,927||2|
|B Share conversion into ordinary shares||(52,631,193,754)||(52)||—||—||24,826,034||5|
|Redemption of B Shares||—||(26,690,531,732)||(27)||—||—||—||—|
|At December 31, 2004||1||4,600,710,064||5||—||—||1,704,772,288||341|
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.
During the year, the Group’s B Share scheme for the purpose of making payments to shareholders, received approval at the Annual General Meeting (AGM), and in June 83,922,435,550 non-cumulative redeemable convertible preference (B) shares of 0.1p were issued. Shareholders are able to redeem any number of their B Shares for cash or convert them into ordinary shares. B Shares retained, attract a dividend of 75% of LIBOR on the 0.1p nominal value of each share, paid on a semi-annual basis, and have limited voting rights. In certain circumstances the Company will have the option to redeem the B Shares. This option can be exercised at any time if the aggregate number of B Shares in issue is less than 10% of the aggregate number of B Shares issued, or on the acquisition or capital restructing of the Company.
On a return of capital on a winding-up, the holders of B Shares shall be entitled, in priority to any payment to the holders of ordinary shares, to the repayment of the nominal capital paid up or credited as paid-up on the B Shares held by them, together with a sum equal to the outstanding preferential dividend which will have accrued but not been paid until the date of return of capital.
The redemption and conversion of B Shares shown in the above table took place on or as soon as possible after July 5, 2004, for shareholders who made an election on or before June 18, 2004. Future redemption and conversion opportunities are expected to be made available for holders of B Shares.
|Executive share option scheme||1995||488,250||176p||2005|
|Executive share option plan||1999||1,035,367||269p||2005-2009|
Under the terms of the executive share option scheme and the executive share option plan, options granted to 525 directors and senior executives were outstanding at December 31, 2004.
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.