Notes to the Financial Statements

For the short period 1 April 2006 to 3 March 2007

28. SHARE CAPITAL

  2007
Number of shares
  2007
£m
  30 June 2006
Number of shares
  30 June 2006
£m
Authorised:              
Ordinary share capital of 10p each 2,000,500,000   200.1   2,000,000,000   200.0
Preference share capital of £25,000 each     2   0.1
      200.1       200.1
               
          Number
of shares
m
  Share
capital
£m
Allotted, called-up and fully paid:
1 April 2006
        877.4   2,895.6
Reduction in nominal value of shares from 330p to 10p           (2,807.9)
At 3 March 2007         877.4   87.7

The Group holding company, Home Retail Group plc, was incorporated (as Hackplimco (no. 116) plc) on 30 June 2006 as part of the scheme of arrangement.

On incorporation, the Company’s authorised share capital was £1,000,050,000 divided into 1,000,000,000 ordinary shares of £1 each and two redeemable preference shares of £25,000 each. Of such shares, two ordinary shares were taken by the subscribers to the memorandum of association, and were paid up in full in cash.

The preference shares were allotted for cash and were paid up as to 30% (by virtue of the holder giving an understanding to pay up each share to such amount pursuant to section 738(2) of the Companies Act 1985 (the “Act”)). On 26 February 2007, these shares were redeemed and pursuant to Article 8.2.5 of the Articles, the nominal amount of such Redeemable Preference Share comprised in the authorised share capital was sub-divided and converted into ordinary shares of 10p each.

On 11 September 2006 at an Extraordinary General Meeting, the existing ordinary shares of £1 each were subdivided into 100 ordinary shares of 1p each. Subsequently, a further 460 ordinary shares of 1p each were issued in aggregate and fully subscribed for equivalent in cash by the subscribers to the memorandum of association. The authorised share capital of the Company was increased to £6,600,050,000 by the creation of 560,000,000,000 ordinary shares of 1p each. Finally, all the issued and ordinary shares of 1p each were consolidated into ordinary shares of 330p each.

On 10 October 2006, the Company issued 877,444,999 ordinary shares of 330p to the public shareholders of Experian Group Ltd in return for the receipt of shares in Home Retail Group (UK) Ltd and to satisfy the obligations of Experian Group Ltd to its public shareholders pursuant to the reduction of capital of Experian Group Ltd, under the scheme of arrangement.

As Home Retail Group plc was not a subsidiary of Experian Group Ltd, section 131 of the Act applied to the transaction and no recognition of share premium was necessary.

On 12 October 2006, the nominal amount of the issued ordinary shares was reduced from 330p to 10p by way of a court-approved capital reduction scheme in accordance with section 135 of the Act.

back to top    close window