Tullow Oil plc Annual Report 2011 - The Group

Other statutory informationResults and dividendsThe profit on ordinary activities after taxation of the Group forthe year ended 31 December 2011 amounted to $689.0 million(2010: $89.5 million).An interim dividend of Stg 4p (2010: Stg 2p) per ordinary sharewas paid on 3 November 2011. The Directors recommend a finaldividend of Stg 8p (2010: Stg 4p) per ordinary share which, ifapproved at the 2012 AGM, will be paid on 24 May 2012 toshareholders whose names are on the Register of Members on20 April 2012.Subsequent eventsSince the balance sheet date, Tullow has continued to progressits exploration, development and business growth strategies.In February 2012, Tullow signed two new Production SharingAgreements (PSAs) with the Government of Uganda. The newPSAs cover the EA-1 and Kanywataba licences in the LakeAlbert Rift Basin. Tullow has also been awarded the Kingfisherproduction licence.In February 2012, Tullow completed the farm-down of one-thirdof its Uganda interests to both Total and CNOOC for a totalconsideration of $2.9 billion paving the new way for fulldevelopment of the Lake Albert Rift Basin oil and gas resources.In February 2012, the Group announced the Jupiter-1exploration well in Block SL-07B-11 offshore Sierra Leonehad successfully encountered hydrocarbons. This has beenconfirmed by the results of drilling, wireline logs andsamples of reservoir fluids.Share capitalAs at 13 March 2012, the Company had an allotted and fullypaid up share capital of 905,004,587 ordinary shares of 10 penceeach with an aggregate nominal value of £90,500,458.70.Substantial shareholdingsAs at 13 March 2012, the Company had been notified inaccordance with the requirements of section 5.1.2 of the UKListing Authority’s Disclosure Rules and Transparency Rulesof the following significant holdings (being 3% or more) in theCompany’s ordinary share capital.Shareholder Number of shares % of issued capitalBlackRock Inc 106,568,436 11.77%Prudential plc 63,386,247 7.00%IFG InternationalTrust CompanyLimitedLegal & GeneralGroup plc38,960,366 4.30%35,414,975 3.91%Shareholders’ rightsThe rights and obligations attaching to the Company’sshares are as follows: Dividend rights – holders of the Company’s ordinary sharesmay, by ordinary resolution, declare dividends but may notdeclare dividends in excess of the amount recommended bythe Directors. The Directors may also pay interim dividends.No dividend may be paid other than out of profits availablefor distribution. Subject to shareholder approval, paymentor satisfaction of a dividend may be made wholly or partlyby distribution of specific assets; Voting rights – voting at any general meeting is by a show ofhands unless a poll is duly demanded. On a show of handsevery shareholder who is present in person at a generalmeeting (and every proxy or corporate representativeappointed by a shareholder and present at a generalmeeting) has one vote regardless of the number of sharesheld by the shareholder (or represented by the proxy orcorporate representative). If a proxy has been appointed bymore than one shareholder and has been instructed by oneor more of those shareholders to vote ‘for’ the resolutionand by one or more of those shareholders to vote ‘against’a particular resolution, the proxy shall have one vote forand one vote against that resolution. On a poll, everyshareholder who is present in person has one vote for everyshare held by that shareholder and a proxy has one vote forevery share in respect of which he has been appointed asproxy (the deadline for exercising voting rights by proxy isset out in the form of proxy). On a poll, a corporaterepresentative may exercise all the powers of the companythat has authorised him. A poll may be demanded by any ofthe following: (a) the Chairman of the meeting; (b) at leastfive shareholders entitled to vote and present in person orby proxy or represented by duly authorised corporaterepresentative at the meeting; (c) any shareholder orshareholders present in person or by proxy or representedby a duly authorised corporate representative and holdingshares or being a representative in respect of a holder ofshares representing in the aggregate not less than onetenthof the total voting rights of all shareholders entitled toattend and vote at the meeting; or (d) any shareholder orshareholders present in person or by proxy or representedby a duly authorised corporate representative and holdingshares or being a representative in respect of a holder ofshares conferring a right to attend and vote at the meetingon which there have been paid up sums in the aggregateequal to not less than one-tenth of the total sums paidup on all the shares conferring that right; Return of capital – in the event of the liquidation of theCompany, after payment of all liabilities and deductionstaking priority, the balance of assets available fordistribution will be distributed among the holders ofordinary shares according to the amounts paid up on theshares held by them. A liquidator may, with the authorityof a special resolution, divide among the shareholders thewhole or any part of the Company’s assets; or vest the106Tullow Oil plc 2011 Annual Report and Accounts