QBE European Operations plc

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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
QBE European Operations plc Annual report 2011 77 20 Reconciliation of movements in reserves and shareholders’ funds continued Foreign Called up Share currency Cash share premium translation Revaluation flow Profit and 2010 capital reserve reserve reserve hedge loss reserve Total Group £000 £000 £000 £000 £000 £000 £000 At 1 January 2010 1,908,643 361,550 99,219 – (3,722) (525,281) 1,840,409 Profit for the year – – – – – 194,159 194,159 Issuance of share capital 545,490 – – – – – 545,490 Movement on cash flow hedge – – – – 3,722 – 3,722 Currency translation differences – – 49,644 – – – 49,644 Actuarial loss recognised in the pension schemes – – – – – (7,740) (7,740) Movement on deferred tax relating to pension liability – – – – – 882 882 Revaluation – – – 412 – – 412 Dividend – – – – – (430,000) (430,000) At 31 December 2010 2,454,133 361,550 148,863 412 – (767,980) 2,196,978 Called up Share share premium Profit and 2011 capital reserve loss reserve Total Company £000 £000 £000 £000 At 1 January 2011 2,454,133 361,550 334,073 3,149,756 Profit for the year (note 12) – – 382,363 382,363 Capital reduction (145,560) (361,550) 483,810 (23,300) Dividend – – (600,054) (600,054) At 31 December 2011 2,308,573 – 600,192 2,908,765 Called up Share share premium Cash flow Profit and 2010 capital reserve hedge loss reserve Total Company £000 £000 £000 £000 £000 At 1 January 2010 1,908,643 361,550 (3,722) 220,148 2,486,619 Profit for the year (note 12) – – – 543,925 543,925 Issuance of share capital 545,490 – – – 545,490 Movement on cash flow hedge – – 3,722 – 3,722 Dividend – – – (430,000) (430,000) At 31 December 2010 2,454,133 361,550 – 334,073 3,149,756 On 15 December 2011, the company completed a Court approved capital reduction of £507,110,000 with £23,300,000 returned to the minority equity shareholder and the remaining £483,810,000 transferred to the profit and loss account. The total amounts of capital reduction of £507,110,000 comprises of £122,260, £23,300,000 and £361,550,000 of Floating Rate Non-Voting Preference Shares, Non-Voting Ordinary Shares respectively and of share premium reserve respectively. During the year the company declared and paid an interim dividend of £596,692,842 (2010 £423,708,000) and a dividend of £3,361,614 (2010 £6,292,000) to ordinary shareholders and preference shareholder respectively. On 30 June 2010, as part of the refinancing of QBE the Americas via QBE European operations, the company issued at par 265,489,545 “B” Class Ordinary Shares of £1 each to its immediate parent entity QBE Insurance Group Limited and in turn on lent funds to QBE Investments (North America) Inc. On 2 November 2010, the company completed the purchase of the entire issued share capital of Secura NV, a Belgian based specialist reinsurer. This acquisition was funded by issuance of 280 million “B” Class ordinary shares of £1 each to its immediate parent entity QBE Insurance Group Limited. Full details can be found in note 14(b). Financial statements
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QBE European Operations plc

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