Annual Report - SABMiller

118 Notes to the consolidated financial statements SABMiller plc Annual Report 2010Notes to the consolidated financial statements continued24. Provisions continuedRestructuringThis includes the remaining provision for restructuring costs primarily related to Europe which management expects to be utilised within one year.Other provisionsIncluded within other provisions are payroll related provisions of US$52 million (2009: US$33 million) which includes US$13 million (2009: US$9 million)within South Africa relating to employee long service awards. These are expected be utilised on an ongoing basis when the service awards fall due.25. Share capital2010 2009US$mUS$mGroup and companyCalled up, allotted and fully paid share capital1,654,749,852 ordinary shares of 10 US cents each (2009: 1,585,366,969) 165 15950,000 deferred shares of £1.00 each (2009: 50,000) – –165 159Non-votingOrdinary convertible Deferredshares of shares of shares of Nominal10 US cents 10 US cents £1 valueeach each each US$mAt 1 April 2008 1,505,779,276 77,368,338 50,000 158Issue of shares – share incentive plans 2,219,355 – – 1Conversion of the non-voting convertible shares into ordinary shares 77,368,338 (77,368,338) – –At 31 March 2009 1,585,366,969 – 50,000 159Issue of shares – share incentive plans 9,382,883 – – –Issue of shares – Polish minority buyout transaction 60,000,000 – – 6At 31 March 2010 1,654,749,852 – 50,000 165Changes to authorised share capitalWith effect from 1 October 2009, the company adopted new articles of association which removed any previous limit on the authorised sharecapital. Directors are still limited as to the number of shares they can at any time allot because allotment authority continues to be required underthe Companies Act 2006, save in respect of employee share schemes. During the year ended 31 March 2009, 77,368,338 non-voting convertibleshares of 10 US cents were converted into ordinary shares.Changes to issued share capitalDuring the year, the company issued 9,382,883 (2009: 2,219,355) new ordinary shares of 10 US cents to satisfy the exercise of options grantedunder the various share incentive plans, for consideration of US$114 million (2009: US$23 million).On 29 May 2009, 60 million new ordinary shares of 10 US cents were issued as consideration for the purchase of the remaining 28.1% minorityinterest in the group’s Polish subsidiary, Kompania Piwowarska SA.On 26 February 2009, 77,368,338 non-voting convertible shares were converted into ordinary shares and then acquired by SABMiller plc to beheld as treasury shares. While the purchase price for each share was £10.54, the whole amount of the consideration was paid between groupcompanies. Following this transaction, no further non-voting convertible shares remain in the issued or authorised share capital of SABMiller plc.Rights and restrictions relating to share capitalConvertible participating sharesAltria shall be entitled to require the company to convert its ordinary shares into convertible participating shares so as to ensure that Altria’svoting shareholding does not exceed 24.99% of the total voting shareholding.If such an event occurs, the convertible participating shares will rank pari passu with the ordinary shares in all respects and no action shall betaken by the company in relation to ordinary shares unless the same action is taken in respect of the convertible participating shares. On distributionof the profits (whether by cash dividend, dividend in specie, scrip dividend, capitalisation issue or otherwise), the convertible participating shareswill rank pari passu with the ordinary shares. On a return of capital (whether winding-up or otherwise), the convertible participating shares willrank pari passu with the ordinary shares.