 |
23 Operating leases
Lease commitments of the Group to pay operating lease rentals for the
next year comprise:
 |
| |
Land
and buildings |
Other |
| |
2000 |
1999 |
2000 |
1999 |
| |
£million |
£million |
£million |
£million |
|
| Leases terminating: |
|
|
|
|
|
| Within one year |
0.9 |
0.3 |
0.6 |
0.5 |
|
| Between one and five years |
1.2 |
1.0 |
2.2 |
3.0 |
|
| After five years |
0.7 |
2.0 |
0.3 |
0.2 |
|
| |
2.8 |
3.3 |
3.1 |
3.7 |
|
Operating lease rentals charged to the profit and loss account in the
year amounted to £5.2 million (1999: £6.1 million), including
£3.0 million (1999: £2.2 million) for plant and machinery.
24 Share capital
and reserves
|
| |
Issued
and fully paid ordinary share capital |
Issued
and fully paid B share capital |
Share
premium account |
Capital
redemption reserve |
Profit
& loss account |
Total |
| |
£million |
£million |
£million |
£million |
£million |
£million |
|
| Group |
|
|
|
|
|
|
|
| At 1 January 2000 |
21.6 |
- |
1.1 |
- |
357.7 |
380.4 |
|
| Retained profit for the
year |
- |
- |
- |
- |
34.1 |
34.1 |
|
| Currency translation differences |
- |
- |
- |
- |
19.4 |
19.4 |
|
| Taxation on currency translation
differences on foreign currency borrowings |
- |
- |
- |
- |
(2.0) |
(2.0) |
|
| Issue of B shares |
- |
22.4 |
- |
- |
(22.7) |
(0.3) |
|
| Redemption of B shares |
- |
(20.4) |
- |
20.4 |
(20.4) |
(20.4) |
|
| At 31 December 2000 |
21.6 |
2.0 |
1.1 |
20.4 |
366.1 |
411.2 |
|
At 31 December 2000, the cumulative amount of goodwill written off to
reserves for businesses acquired prior to 1 January 1998 amounted to £56.0
million (1999: £56.0 million).
|
| |
Issued
and fully paid ordinary share capital |
Issued
and fully paid B share capital |
Share premium account |
Capital redemption reserve |
Other reserves |
Profit & loss account |
Total |
| |
£million |
£million |
£million |
£million |
£million |
£million |
£million |
|
| Company |
|
|
|
|
|
|
|
|
| At 1 January 2000 |
21.6 |
- |
1.1 |
- |
534.4 |
89.7 |
646.8 |
|
| Retained loss for the year |
- |
- |
- |
- |
- |
(1.7) |
(1.7) |
|
| Write down of investment |
- |
- |
- |
- |
(200.0) |
200.0 |
- |
|
| Issue of B shares |
- |
22.4 |
- |
- |
(22.7) |
- |
(0.3) |
|
| Redemption of B shares |
- |
(20.4) |
- |
20.4 |
- |
(20.4) |
(20.4) |
|
| At 31 December 2000 |
21.6 |
2.0 |
1.1 |
20.4 |
311.7 |
267.6 |
624.4 |
|
The authorised share capital of the Company at 31 December 2000 was £32.0
million (1999: £32.0 million) in 5 pence ordinary shares and £125
million (1999: £nil) in 1 penny redeemable B shares.
The allotted, called up and fully paid 5 pence ordinary shares comprise:
|
| |
Number |
Share
capital |
| |
‘000 |
£million |
|
| At 1 January 2000 and 31
December 2000 |
431,463 |
21.6 |
|
The allotted, called up and fully paid 1 penny redeemable B shares comprise:
|
| |
Number |
B share
capital |
| |
‘000 |
£million |
|
| At 1 January 2000 |
- |
- |
|
| Issue of B shares |
2,243,626 |
22.4 |
|
| Redemption of B shares |
(2,037,706) |
(20.4) |
|
| At 31 December 2000 |
205,920 |
2.0 |
|
On 2 May 2000, 1,337,544,542 redeemable B shares were issued to ordinary
shareholders at the rate of 3.1 redeemable B shares for every 1 ordinary
share held. On 2 November 2000, 906,081,873 redeemable B shares were issued
to ordinary shareholders at a rate of 2.1 redeemable B shares for every
1 ordinary share held.
Holders of redeemable B shares are entitled, in priority to holders of
ordinary shares, to a non-cumulative preferential dividend per share at
a rate of 75 per cent of six month sterling LIBOR payable six monthly
in arrears. In the event of a winding up of the Company, repayment is
limited to the nominal value of the shares. Holders are not entitled to
vote at any general meeting except if a resolution to wind up the Company
is to be considered.
Holders of redeemable B shares were given the opportunity to redeem their
shares on 2 May 2000 and 2 November 2000. As a result, 2,037,706,902 (91
per cent of the total issued) redeemable B shares were purchased for cash
at their nominal value of 1 penny (£20.4 million in value) and cancelled.
At 31 December 2000, certain directors and employees held the following
options to subscribe for ordinary shares of 5 pence each:
|
| |
Price
per share |
2000
Number |
1999
Number |
|
| Share option scheme 1987
normally exercisable between: |
|
|
|
|
| 30 April 1994 and 30 April
2001 |
153.7p |
265,589 |
384,372 |
|
| 1 May 1995 and 1 May 2002 |
119.1p |
249,969 |
328,350 |
|
| 11 May 1996 and 11 May 2003 |
168.5p |
291,916 |
371,006 |
|
| 13 September 1997 and 13
September 2004 |
184.8p |
399,852 |
487,177 |
|
| 19 September 1998 and 19
September 2005 |
152.5p |
232,321 |
275,219 |
|
| 5 November 1999 and 5 November
2006 |
132.8p |
259,456 |
265,174 |
|
| |
|
1,699,103 |
2,111,298 |
|
| Share option scheme 1998
normally exercisable between: |
|
|
|
|
| 6 April 2001 and 6 April
2008 |
137.0p |
202,950 |
313,749 |
|
| 15 September 2001 and 15
September 2008 |
86.0p |
218,022 |
218,022 |
|
| 1 April 2002 and 1 April
2009 |
92.8p |
490,666 |
619,850 |
|
| 31 March 2003 and 31 March
2010 |
69.5p |
3,156,220 |
- |
|
| |
|
4,067,858 |
1,151,621 |
|
| UK savings-related share
option scheme 1989 exercisable within six months of: |
|
|
|
|
| 1 November 1998 or 1 November
2000 |
154.3p |
605 |
31,023 |
|
| 1 November 1999 or 1 November
2001 |
147.2p |
42,474 |
103,981 |
|
| 1 January 2000 or 1 January
2002 |
111.4p |
107,980 |
315,159 |
|
| 1 November 2000 or 1 November
2002 |
123.6p |
50,647 |
153,212 |
|
| |
|
201,706 |
603,375 |
|
| UK savings-related share
option scheme 1998 exercisable within six months of: |
|
|
|
|
| 1 November 2001 or 1 November
2003 |
94.2p |
237,640 |
470,293 |
|
| 1 December 2002 or 1 December
2004 |
93.4p |
190,644 |
377,820 |
|
| 1 June 2003 or 1 June 2005 |
53.4p |
1,328,645 |
- |
|
| |
|
1,756,929 |
848,113 |
|
| |
|
|
|
|
| US savings-related share
option scheme exercisable within three months of: |
|
|
|
|
| 10 April 2002 |
80.0p |
882,776 |
- |
|
| |
|
|
|
|
| Performance Share Plan exercisable
between: |
|
|
|
|
| 1 January 2000 and 9 May
2004 |
1.0p |
- |
264,288 |
|
| 1 January 2001 and 2 May
2005 |
1.0p |
274,747 |
543,698 |
|
| 1 January 2002 and 14 October
2006 |
1.0p |
694,476 |
955,413 |
|
| 1 January 2003 and 11 April
2007 |
1.0p |
933,900 |
- |
|
| |
|
1,903,123 |
1,763,399 |
|
The share option schemes 1987 and 1998 are discretionary schemes under
which senior management below Board level are granted options to purchase
shares in the Company. The option price is the average market price over
the five working days preceding the grant and there is no discount. Options
are capable of exercise after three years and within ten years of the
date of grant; those granted since 1995 are subject to earnings per share
performance targets.
The UK savings-related share option schemes 1989 and 1998 are schemes
under which UK employees can enter into savings contracts with a building
society or bank for a period of three or five years and use the proceeds
from their savings accounts to purchase shares in the Company on the exercise
of their options. The option price is the average market price over the
five working days preceding the grant, discounted by a maximum of 20 per
cent.
The US savings-related share option scheme is a scheme under which US
employees can enter into savings contracts with a bank for a period of
two years and use the proceeds from their savings accounts to purchase
shares in the Company on the exercise of their options. The option price
is the market price on the date of grant, discounted by 15 per cent.
Details of the Performance Share Plan are shown in the Board report on
remuneration.
25 Capital commitments
Group capital expenditure contracted but not provided for in these financial
statements amounted to £2.4 million (1999: £2.5 million).
26 Contingent liabilities
The Group was notified of a potential warranty claim in 1998, under the
contract for the sale of Pauls Malt Limited, relating to export refunds
from the Intervention Board for Agricultural Produce. Should such a claim
materialise, this will be vigorously defended and, in any event, in the
opinion of the directors, this will not have a significant effect on the
financial position of the Group.
Notes on the financial statements
continue on next page »
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