Annual Report and Accounts 2014

 

Notes to the Financial Statements

36. Share Capital
37. Share Premium
38. Other Reserves
39. Retained Earnings
40. Non-Controlling Interests

36. Share Capital

 

Restated

 

2014

2013

Group and Company

£’000

£’000

 

 

 

Authorised

 

 

152,368,568 ordinary shares of €0.25 each

25,365

25,365

 

 

Issued

88,229,404 ordinary shares (including 4,367,440 ordinary shares held as Treasury Shares) of €0.25 each, fully paid (2013: 88,229,404 ordinary shares (including 4,535,981 ordinary shares held as Treasury Shares) of €0.25 each, fully paid)

14,688

14,688

 

 

 

As at 31 March 2014, the total authorised number of ordinary shares is 152,368,568 shares (2013: 152,368,568 shares) with a par value of €0.25 per share (2013: €0.25 per share).

During the year the Company re-issued 168,541 Treasury Shares for a consideration (net of expenses) of £1.981 million.

All shares, whether fully or partly paid, carry equal voting rights and rank for dividends to the extent to which the total amount payable on each share is paid up.

Details of share options and awards granted under the Company’s share option and award schemes and the terms attaching thereto are provided in note 10 to the financial statements and in the Remuneration Report on this page.

Restriction on transfer of shares

The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share, or any renunciation of any allotment made in respect of a share, which is not fully paid, or any transfer of a share to a minor or a person of unsound mind.

The Directors may also refuse to register any transfer (whether or not it is in respect of a fully paid share) unless (i) it is lodged at the Company’s Registered Office or at such other place as the Directors may appoint and is accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer save where the transferor is a Stock Exchange Nominee (ii) it is in respect of only one class of shares and (iii) it is in favour of not more than four transferees.

Restriction of voting rights

If at any time the Directors determine that a ‘Specified Event’ as defined in the Articles of Association of DCC plc has occurred in relation to any share or shares, the Directors may serve a notice to such effect on the holder or holders thereof. Upon the expiry of 14 days from the service of any such notice, for so long as such notice shall remain in force, no holder or holders of the share or shares specified in such notice shall be entitled to attend, speak or vote either personally, by representative or by proxy at any general meeting of the Company or at any separate general meeting of the holders of the class of shares concerned or to exercise any other right conferred by membership in relation to any such meeting. The Directors shall, where the specified shares represent not less than 0.25 per cent of the class of shares concerned, be entitled: to withhold payment of any dividend or other amount payable (including shares issuable in lieu of dividends) in respect of the specified shares; and/or to refuse to register any transfer of the specified shares or any renunciation of any allotment of new shares or debentures made in respect thereof unless such transfer or renunciation is shown to the satisfaction of the Directors to be an arm’s length transfer or a renunciation to another beneficial owner unconnected with the holder or any person appearing to have an interest in the specified shares.

37. Share Premium

 

Restated

 

2014

2013

Group and Company

£’000

£’000

 

 

 

At 31 March

83,032

83,032

 

 

 

Share premium of £83.032 million relates to the share premium arising on the issue of shares.

38. Other Reserves

 

Share

Foreign

 

based

Cash flow

currency

 

payment

hedge

translation

Other

 

reserve1

reserve2

reserve3

reserves4

Total

Group

£’000

£’000

£’000

£’000

£’000

 

 

 

 

 

 

At 31 March 2012 (restated)

8,367

1,052

55,201

932

65,552

Currency translation arising in the year

-

-

1,816

-

1,816

Cash flow hedges

 

 

 

 

- fair value loss in year - private placement debt

-

(811)

-

-

(811)

- fair value loss in year - other

-

(2,536)

-

-

(2,536)

- tax on fair value losses

-

443

-

-

443

- transfers to sales

-

603

-

-

603

- transfers to cost of sales

-

813

-

-

813

- tax on transfers

-

(241)

-

-

(241)

Share based payment

1,078

-

-

-

1,078

At 31 March 2013 (restated)

9,445

(677)

57,017

932

66,717

Currency translation:

- arising in the year

-

-

(7,519)

-

(7,519)

- recycled to the Income Statement on disposal of subsidiary

-

-

324

-

324

Cash flow hedges

- fair value loss in year - private placement debt

-

(8,300)

-

-

(8,300)

- fair value loss in year - other

-

(3,828)

-

-

(3,828)

- tax on fair value losses

-

536

-

-

536

- transfers to sales

-

(676)

-

-

(676)

- transfers to cost of sales

-

2,546

-

-

2,546

- transfers to operating expenses

-

6,803

-

-

6,803

- tax on transfers

-

(248)

-

-

(248)

Share based payment

1,185

-

-

-

1,185

At 31 March 2014

10,630

(3,844)

49,822

932

57,540

 

 

 

 

 

 

 

Foreign

 

currency

 

translation

Other

 

reserve5

reserves6

Total

Company

£’000

£’000

£’000

 

 

 

 

At 31 March 2012 (restated)

60,759

229

60,988

Currency translation

2,302

-

2,302

At 31 March 2013 (restated)

63,061

229

63,290

Currency translation

(3,489)

-

(3,489)

At 31 March 2014

59,572

229

59,801

 

 

 

 

1 The share based payment reserve comprises the amounts expensed in the Income Statement in connection with share-based payments.

2 The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that have not yet occurred.

3 The Group’s foreign currency translation reserve represents all foreign exchange differences from 1 April 2004 arising from the translation of the net assets of the Group’s non-sterling denominated operations, including the translation of the profits and losses of such operations from the average rate for the year to the closing rate at the balance sheet date.

4 The Group’s other reserves comprise a capital conversion reserve fund and an unrealised gain on the disposal of an associate.

5 The Company’s foreign currency translation reserve represents all foreign exchange differences from 1 April 2004 arising from the translation of the net assets of the Company’s euro denominated operations into sterling (the presentation currency), including the translation of the profits and losses of the Company from the average rate for the year to the closing rate at the balance sheet date.

6 The Company’s other reserves is a capital conversion reserve fund.

39. Retained Earnings

 

Restated

 

2014

2013

Group

£’000

£’000

 

 

 

At 1 April

725,514

680,070

Net income recognised in Income Statement

121,234

106,295

Net income recognised directly in equity

 

- remeasurements of defined benefit pension obligations

(835)

(9,579)

- deferred tax on remeasurements

152

1,506

Re-issue of treasury shares (net of expenses)

1,981

1,702

Dividends

(61,888)

(54,480)

At 31 March

786,158

725,514

 

 

 

 

Restated

 

2014

2013

Company

£’000

£’000

 

 

 

At 1 April

26,044

38,649

Total comprehensive income for the financial year

40,894

40,173

Re-issue of treasury shares (net of expenses)

1,981

1,702

Dividends

(61,888)

(54,480)

At 31 March

7,031

26,044

 

 

 

The cost to the Group and the Company of €58.670 million to acquire the 4,367,440 shares held in Treasury has been deducted from the Group and Company Retained Earnings. These shares were acquired at prices ranging from €10.80 to €17.90 each (average: €13.43) between 27 November 2003 and 19 June 2006 and are primarily held to satisfy exercises under the Group’s share options and awards schemes.

40. Non-Controlling Interests

 

Restated

 

2014

2013

Group

£’000

£’000

 

 

 

At 1 April

2,391

2,215

Share of profit for the financial year

2,709

339

Dividends to non-controlling interests

(207)

(200)

Exchange

(56)

37

At 31 March

4,837

2,391