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Annual Report 2013 - Mainfreight

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21 Contributed Equity<br />

<strong>2013</strong><br />

$000<br />

Group<br />

2012<br />

$000<br />

<strong>2013</strong><br />

$000<br />

Parent<br />

2012<br />

$000<br />

Authorised, Issued and Fully Paid Up Capital<br />

68,927 68,927 68,927 68,927<br />

99,023,548 ordinary shares (2012 99,023,548)<br />

550,000 ordinary shares partly paid to 1c (2012 550,000)<br />

Neither ordinary shares or partly paid ordinary shares have a par value.<br />

All ordinary shares have equal voting rights and share equally in dividends and any surplus on winding up.<br />

Movements in Ordinary Shares on Issue<br />

<strong>2013</strong><br />

Shares<br />

Parent<br />

2012<br />

Shares<br />

<strong>2013</strong><br />

$000<br />

Parent<br />

2012<br />

$000<br />

Opening Balance 99,023,548 98,469,190 68,927 66,545<br />

Employee Share Based Payments Scheme (i) – – – 406<br />

Exercise of Partly Paid Share Scheme (ii) – 1,260,000 – 9,096<br />

Treasury Buyback (ii) – (705,642) – (7,120)<br />

Closing Balance 99,023,548 99,023,548 68,927 68,927<br />

(i) Refer note 25.<br />

At 31 March <strong>2013</strong> the following partly paid shares were outstanding:<br />

Quantity Exercise Price Exercise Dates<br />

550,000 724.0 cents 12/06/14 to 12/07/14<br />

(ii) On 30 May 2011 the Board announced its intention to offer to buy back up to a maximum of 1,372,000 of these partly paid shares<br />

that have been converted to ordinary shares by team members of the Partly Paid Share Scheme. In addition, as an alternative, the Board<br />

offered to extend the exercise period of this Scheme by three years to dates between 12 June 2014 and 12 July 2014 to those team<br />

members who desired to take this option.<br />

In July 2011 a total of 1,260,000 redeemable ordinary shares were fully paid by the participants at an average price of $7.24 per share.<br />

Also in July 2011 the Company bought back 705,642 of those shares at an average price of $10.09. Team members holding 550,000<br />

partly paid shares opted to extend the exercise period of this Scheme by three years to dates between 12 June 2014 and 12 July 2014.<br />

Capital Management<br />

When managing capital, the Board of Directors’ (the “Board”) objective is to ensure the entity continues as a going concern as well as to<br />

maintain optimal returns to shareholders and benefits for other stakeholders. The Board also aims to maintain a capital structure that ensures<br />

the lowest cost of capital available to the entity. The capital structure of the Group consists of Shareholders’ Equity and debt.<br />

The Board is periodically reviewing and adjusting the capital structure to take advantage of favourable costs of capital. As the market is<br />

constantly changing, the Board may change the amount of dividends to be paid to shareholders, return capital to shareholders, issue new<br />

shares or sell assets to reduce debt.<br />

The Board has no current plans to issue further shares on the market.<br />

Subsequent to balance date, on 16 May <strong>2013</strong> the Company issued 1,200,000 redeemable ordinary shares (representing 1.21% of the<br />

issued capital) to the <strong>Mainfreight</strong> Share Scheme Trustee Ltd, the Trustee of the <strong>Mainfreight</strong> Limited Partly Paid Share Scheme (the Scheme).<br />

The Scheme was established to enable key team members of the Company to acquire ordinary shares in the Company. Within the Trust all<br />

shares are allocated to team members. The Trustee is appointed by the Board of <strong>Mainfreight</strong> Ltd and is able to exercise any voting rights<br />

attached to these shares.<br />

The issue price was $10.56 per share, which was the market price at the time. The shares are partly paid to 1c and are due for payment from<br />

30 May 2016 to 29 July 2016. The shares participate in dividends and voting rights in proportion with the paid up amount.<br />

Financial Statements<br />

105

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