Wolseley Annual Report 2009
Notes to the consolidated financial statements
Year ended 31 July 2009
33. Share capital
| Authorised | Allotted and issued | ||||
|---|---|---|---|---|---|
| 2009 | 2008 | 2009 | 2008 | ||
| Number of ordinary 25 pence shares (million) | – | 800 | – | 662 | |
| Number of deferred 24 pence shares (million) | 890 | – | 887 | – | |
| Number of ordinary 10 pence shares (million) | 364 | – | 284 | – | |
| Total number of shares (million) | 1,254 | 800 | 1,171 | 662 | |
| Nominal value of ordinary 25 pence shares (£ million) | – | 200 | – | 165 | |
| Nominal value of deferred 24 pence shares (£million) | 214 | – | 213 | – | |
| Nominal value of ordinary 10 pence shares (£ million) | 36 | – | 28 | – | |
| Total nominal value of shares (£ million) | 250 | 200 | 241 | 165 | |
All the allotted and issued shares, including those held by Employee Benefit Trusts, are fully paid or credited as fully paid.
Allotment of shares during the year
On 1 April 2009 the Company issued 225 million ordinary 25 pence shares by way of a share placing at 120 pence per share.
On 2 April 2009 the Company reorganised its share capital. The 886,988,540 ordinary 25 pence shares then in issue were
split into 886,988,540 ordinary 1 penny shares and 886,988,540 deferred 24 pence shares. The 1 penny shares were then consolidated into 88,698,854 ordinary 10 pence shares.
On 21 April 2009 the Company issued 195,137,478 ordinary 10 pence shares by way of an 11 for 5 rights issue at a price of 400 pence per share.
The share placing and rights issue generated net proceeds to the Group of £994 million after costs of £52 million and excluding shares purchased by the Employee Benefit Trusts.
In addition, from 1 August 2008 to 31 July 2009, shares in the Company were issued to satisfy options exercised under the Company’s share schemes. A summary of the movements in the year is detailed in the following table:
| 2009 | 2008 | |
|---|---|---|
| Number of 25 pence ordinary shares in issue at 1 August | 661,982,888 | 661,165,224 |
| Exercise of savings related share options | 5,652 | 394,962 |
| Exercise of executive share options | – | 422,702 |
| Share placing (April 2009) | 225,000,000 | – |
| Capital reorganisation | (886,988,540) | – |
| Number of 25 pence ordinary shares in issue at 31 July | – | 661,982,888 |
| Number of 10 pence ordinary shares in issue after capital reorganisation in | – | – |
| which ordinary 1 penny shares converted to ordinary 10 pence shares (April 2009) | 88,698,854 | – |
| Rights issue of 10 pence ordinary shares (April 2009) | 195,137,478 | – |
| Exercise of savings related share options | 3,034 | – |
| Number of 10 pence ordinary shares in issue at 31 July | 283,839,366 | – |
| Number of 24 pence deferred shares in issue after capital reorganisation | 886,988,540 | – |
| Number of 24 pence deferred shares in issue at 31 July | 886,988,540 | – |
The deferred shares have no voting rights, no entitlement to a dividend and cannot be traded.
Employee Benefit Trusts
Three Employee Benefit Trusts have been established in connection with the Wolseley Share Option Plan 2003 and the Wolseley plc 2002 Long Term Incentive Scheme. During the year the trusts participated in the rights issue and consequently purchased 1,361,760 shares for £5.4 million. The market value of the 1,978,037 shares held by the Employee Benefit Trusts at 31 July 2009, which have a nominal value of £0.25 million, was £26 million (2008: £21 million). During the year, 6,413 shares have been allocated from the Employee Benefit Trust to employees under the Restricted Share Plan. Dividends due on shares held by the Employee Benefit Trusts are waived in accordance with the provisions of the trust deeds.