QBE European Operations plc

QBE European Operations plc Annual report 2011
76
Notes to the financial statements
continued
For the year ended 31 December 2011
19 Share capital
2011 2010
£000 £000
Called up, allotted and fully paid
“A” Ordinary Shares – 330,000,000 shares of £1 each 330,000 330,000
“B” Ordinary Shares – 1,978,572,962 shares of £1 each 1,978,573 1,978,573
Non-Voting Ordinary Shares – 23,300,000 shares of £1 each – 23,300
Floating Rate Non-Voting Preference Shares – 122,260,000 shares of £1 each – 122,260
2,308,573 2,454,133
On 15 December 2011, the company completed a Court approved capital reduction by reducing 122,260,000 and 23,300,000 of Floating Rate
Non-Voting Preference Shares and Non-Voting Ordinary Shares respectively. Detail on the capital reduction is set out in note 20.
During 2010, the company issued at par 545,489,545 “B” Ordinary Shares of £1 each.
There are no differences in rights and rank between the holders of “A” Ordinary Shares and holders of “B” Ordinary Shares.
The holders of the Non-Voting Ordinary Shares had the following restrictions on their rights:
i) They had the right to participate in any dividend or other distribution of profits of the company if and to the extent resolved by the directors
of the company in their absolute discretion.
ii)
They had no rights to vote at general meetings of the company.
The holders of the Floating Rate Non-Voting Preference Shares had the following restrictions on their rights:
i) They had no rights to vote at general meetings of the company.
ii)
They were entitled to receive, out of profits legally available for that purpose if and when declared by the directors of the company, preferential
cumulative dividends that accrue rateably on a daily basis and are payable in cash, semi-annually in arrears.
iii) They were not entitled to any dividends in excess of the full non-cumulative dividends declared on the Floating Rate Non-Voting Preference Shares.
iv) On a return of capital on winding-up (other than on redemption or purchase of shares) or otherwise, they were entitled to any payment in priority to
the holders of any other class of shares.
v) They would not share in the balance of assets remaining after the payments due in (iv) above.
20 Reconciliation of movements in reserves and shareholders’ funds
Foreign
Called up Share currency
share premium translation Revaluation Profit and
2011 capital reserve reserve reserve loss reserve Total
Group £000 £000 £000 £000 £000 £000
At 1 January 2011 2,454,133 361,550 148,863 412 (767,980) 2,196,978
Profit for the year – – – – 95,052 95,052
Capital reduction (145,560) (361,550) – – 483,810 (23,300)
Currency translation differences – – 18,186 – – 18,186
Actuarial gain recognised in the pension schemes – – – – 3,088 3,088
Movement on deferred tax relating to pension liability – – – – 1,266 1,266
Revaluation – – – (113) – (113)
Dividend – – – – (600,054) (600,054)
At 31 December 2011 2,308,573 – 167,049 299 (784,818) 1,691,103