ANNUAL REPORT AND FINANCIAL STATEMENTS 2011 | 137
15. Ordinary Share capital continued The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
No new Ordinary Shares were allotted in 2011 (2010: 32,845,669). £14.2m was received in respect of the Ordinary Share capital issued during the year ended 31 December 2010.
Contingent rights to the allotment of shares The Group operates several share-based payment schemes and has a number of contractual obligations which have a contingent right to Ordinary Shares which may be settled by the allotment of shares in the Company. The Company may choose to purchase shares in the market or utilise its own shares to settle some of these awards.
At 31 December 2011 the maximum contingent right to the allotment of shares was as follows: No. of awards
Scheme
Long-Term Remuneration Plan (Deferred Award) Long-Term Remuneration Plan (Restricted Award) Executive Director Remuneration Plan (Deferred Award) TRC Management Retention Plan TRC Management Incentive Plan TRC Commutation Awards*
Purchased Equity Plan (FCAM plc Shares) Purchased Equity Plan (F&C Investment Funds)† Deferred Share Awards Share Save Scheme Share Save Scheme
2002 Executive Share Option Scheme 2002 Executive Share Option Scheme
* The potential number of shares as quantified at the reporting date. †
outstanding 36,957,268
7,085,543 2,188,992 21,312,209 14,208,140 23,527,481 691,198
2,218,877 1,091,159 3,766
102,663 399,343 510,557
110,297,196
The number of shares is dependent on the share price and the value of F&C Funds as explained in note 26(h)(ii) to the Consolidated Financial Statements on page 97.
Details of share-based payment arrangements are given in note 26 to the Consolidated Financial Statements.
Employee Benefit Trusts (EBTs) The following shares are held in EBTs where the Company is the sponsoring employer or in Nominee for the Company. These are categorised as own shares and deducted from shareholders’ funds:
31 December 31 December 2011
2010
F&C Management Limited Employee Benefit Trust The Ivory & Sime Employee Benefit Trust Held by RBC cees in a nominee capacity*
* These are specifically held as TRC Deferred Commutation Shares in respect of Commutation arrangements.
The aggregate nominal value of own shares held by EBTs at 31 December 2011 was £13,000 (31 December 2010: £20,000). The market value of these shares at 31 December 2011 was £8.4m (31 December 2010: £16.8m). The Trustees of the EBTs have waived their right to the dividend entitlement on some of these shares.
During the year, the Company purchased 4,079,341 of its own Ordinary Shares (2010: 13,849,362) of 0.1p to satisfy the settlement of awards granted under share schemes and to hold as own shares in EBTs. The consideration paid for the shares was £3.2m (2010: £8.8m). The cost of this to the Company, after exercise price monies paid by the employees, was £3.2m (2010: £8.6m).
No. of shares No. of shares 10,437,516 17,778,910
64,176 2,253,335 64,176 2,195,059 12,755,027 20,038,145
Exercise price (p)
0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
171.00 144.30 139.00 240.83
Exercise/vesting dates
1 January 2012 – 10 March 2014 4 May 2013 – 4 May 2014 8 July 2012
1 September 2013
1 March 2013 – 1 September 2016 1 March 2012 – 1 September 2016 1 January 2012 – 31 March 2013 2 April 2012
1 March 2012 – 1 April 2014 1 January 2012 – 1 June 2012 1 June 2012 – 1 December 2012 1 January 2012 – 19 March 2013 1 January 2012 – 9 March 2014
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