Cosalt plc Annual report & financial statements 2008

Financial statements Notes to the financial statements
23. Called up share capital
Authorised Issued and fully paid
2008 2007 2008 2007
Note £000 £000 £000 £000
7.50% Cumulative Preference Shares of £1 each 250 250 50 50
Ordinary Shares of 25p each 7,750 7,750 6,601 6,157
Treasury Shares (55) – (14) –
7,945 8,000 6,637 6,207
Shares classified as liabilities 20 – – 50 50
Shares classified in Shareholders’ funds – – 6,587 6,157
– – 6,637 6,207
7.50% Cumulative Preference Shareholders (non-equity interests) have the following rights:
(i) in priority to ordinary Shareholders, to a fixed cumulative preference dividend at a rate of 7.50% per annum;
(ii) on a return of capital on a winding up, will carry the right to repayment of capital together with a sum equal to any arrears
of dividend in priority to the rights of ordinary Shareholders;
(iii) to attend and vote at a general meeting of the Company only in certain limited circumstances where the special rights attaching
to these shares might be varied or their interest affected.
The following issues of ordinary shares occurred during the year:
(i) On 30 November 2007 49,815 were issued under an Employee share trust.
(ii) On 19 March 2008 Share options were exercised creating 70,209 new ordinary shares at 220p.
(iii) On 19 March 2008 Share options were exercised creating 10,102 new ordinary shares at 287p.
(iv) On 18 July 2008 1,233,500 new ordinary shares were issued at 240p, by placing.
(v) On 28 July 2008 410,468 new ordinary shares were issued at 240p as part consideration to purchase Myhre-Maritime AS.
Share based payments
The Group operated an Inland Revenue approved and an unapproved share option plan the details of which are provided below.
Both Plans have now reached their 10 year life and no further options will be granted under these arrangements. In accordance
with IFRS 2, only costs relating to options issued after 7 November 2002 and not vested at 1 January 2005 have been charged
to the income statement.
A deferred bonus plan was approved in 2006 whereby eligible Employees are able to take up to 100 per cent of their post-tax
bonus in the form of ordinary shares and, subject to certain performance criteria, matching shares are awarded after a three
year performance period. No awards have yet been made under these arrangements.
A new Performance Share Plan (PSP) was approved by Shareholders at the 2006 Annual General Meeting. 612,804 nil cost
options have been issued in the financial year. Details of the performance criteria attaching to these shares are set out in the
Remuneration report.
The Performance Share Plan provides for Nil (or nominal) cost share options or restricted shares (where the shares are forfeited if
performance conditions are not met) to be issued in any financial year up to 100 per cent of basic salary. In circumstances deemed
exceptional by the Remuneration Committee this can be increased to 200 per cent. Awards are subject to the achievement of
performance targets measured over a fixed period of three financial years determined by the Remuneration Committee.
Share options and restricted shares have been issued to senior management, including the Executive Directors, and also regional
Management of the operating businesses. Vesting of share option awards is dependent on growth in earnings per share of at least
2 per cent per annum above the Retail Price Index over a rolling three-year period.
Share options and restricted shares have been valued by an external third party using the binominal option-pricing model,
based on publicly available market data at the time of grant, which the Directors consider to be the most appropriate method
of determining fair value.
Cosalt plc Annual report & financial statements 2008
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