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GSK Annual Report 2002

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Notes to the financial statements GlaxoSmithKline 101<br />

27 Share capital and share premium account Redeemable preference shares of £1 each Ordinary Shares of 25p each<br />

Share<br />

premium<br />

account<br />

Number £m Number £m £m<br />

Share capital authorised<br />

At 31st December 2001 – – 10,000,000,000 2,500<br />

At 31st December <strong>2002</strong> – – 10,000,000,000 2,500<br />

Share capital issued and fully paid<br />

At 1st January 2001 50,000 – 6,225,662,174 1,556 30<br />

Share capital redeemed at par (50,000) – – – –<br />

Share capital issued under share option schemes – – 17,878,815 4 140<br />

Share capital purchased and cancelled – – (70,575,000) (17) –<br />

At 31st December 2001 – – 6,172,965,989 1,543 170<br />

Share capital issued under share option schemes – – 7,049,394 2 54<br />

Share capital purchased and cancelled – – (155,749,038) (39) –<br />

At 31st December <strong>2002</strong> – – 6,024,266,345 1,506 224<br />

Number (000)<br />

Number of shares issuable under outstanding options (Note 34)<br />

At 31st December 2001 155,078<br />

At 31st December <strong>2002</strong> 217,953<br />

Number of unissued shares not under option<br />

At 31st December 2001 3,671,956<br />

At 31st December <strong>2002</strong> 3,757,781<br />

The redeemable preference shares were redeemed by the company on 31st August 2001.The nominal amount of these redeemable<br />

preference shares was converted into 200,000 ordinary shares of 25 pence each resulting in authorised share capital at<br />

31st December 2001 of 10 billion ordinary shares of 25 pence each.<br />

In October <strong>2002</strong>, GlaxoSmithKline commenced a new £4 billion share buy-back programme. This follows the completion of the £4 billion<br />

buy-back programme announced in 2001. A total of £2,220 million was spent in <strong>2002</strong> of which £219 million relates to the new buy-back<br />

programme. The exact amount and timing of future purchases will be determined by the Group and is dependent on market conditions<br />

and other factors. In the period 1st January 2003 to 3rd March 2003 a further 9,350,000 shares had been purchased and cancelled at a<br />

cost of £105 million.<br />

For details of substantial shareholdings refer to ‘Substantial shareholdings’ on page 155.<br />

28 Non-equity minority interests<br />

SmithKline Beecham Holdings Corporation (SBH Corp), a subsidiary incorporated in Delaware, USA, has in issue $500 million of Flexible<br />

Auction Market Preferred Stock (Flex AMPS), comprising 5,000 shares of $100,000 each, issued in six series. The dividend on half of these<br />

shares was fixed on issuance in 1996 for a seven year period. The dividend on the other half was fixed for a five year period which ended<br />

during 2001 and now varies, predominately with prevailing interest rates, and is set every seven weeks at an auction at which the shares<br />

are also traded.<br />

SBH Corp also has in issue $400 million of Auction Rate Preference Stock (ARPS), comprising 4,000 shares of $100,000 each, issued in<br />

five series, the dividend on which also varies under conditions similar to the Flex AMPS described above.<br />

Together, the ARPS and the Flex AMPS constitute the preference shares, which represent the non-equity minority interest.<br />

SmithKline Beecham plc has, in certain circumstances, guaranteed payment of dividends declared on the preference shares. SmithKline<br />

Beecham plc has also agreed with SBH Corp that in certain circumstances it will provide support to SBH Corp in relation to the principal.<br />

However, any guarantee or support is limited so that in no circumstances could the holder of preference shares be in a more favourable<br />

position than had they been a holder of a preference share in SmithKline Beecham plc. The preference shares represent a long-term<br />

non-equity minority interest in the Group balance sheet in accordance with FRS 4 ‘Capital Instruments’ and UITF 33 ‘Obligations in capital<br />

instruments’.

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