Directors' report - statutory and corporate governance information
Share capital
Ordinary shares
Pre-consolidation ordinary share capital movements The issued share capital of the Company as at 1 April 2006 was 550,556,502 ordinary shares of 531/8p each. This increased by 603,757 shares to 551,160,259 ordinary shares of 531/8p each in the period from 1 April 2006 to 16 July 2006 on the issue of shares to the trustee of The 3i Group Share Incentive Plan and on the exercise of options under the Group's executive share option plans and The 3i Group Sharesave Scheme.
Consolidation of ordinary share capital Pursuant to resolutions passed at an Extraordinary General Meeting ("EGM") of the Company on 12 July 2006, the issued ordinary share capital of the Company, of 551,160,259 ordinary shares of 531/8p each, was on 17 July 2006 consolidated into 466,366,373 ordinary shares of 6269/88p each.
Post-consolidation ordinary share capital movements At the Annual General Meeting ("AGM") in July 2006, the Directors were authorised to repurchase up to 55,057,000 ordinary shares in the Company (representing approximately 10% of the Company's issued share capital as at 10 May 2006) until the Company's AGM in 2007 or 11 October 2007, if earlier. In the year to 31 March 2007, the Company repurchased and cancelled 7,430,000 ordinary shares of 6269/88p each (representing 1.56% of the nominal value of the Company's total called-up share capital as at 17 July 2006) pursuant to this authority for an aggregate consideration of £73,540,060.
These shares were repurchased as part of the Company's arrangements to return capital to shareholders.
In the period from 17 July 2006 to 31 March 2007, a total of 2,169,634 ordinary shares of 6269/88p were issued (to the trustee of The 3i Group Share Incentive Plan and on the exercise of options under the Group's executive share option plans and The 3i Group Sharesave Scheme).
Accordingly, between 17 July 2006 and 31 March 2007, the share capital of the Company decreased by 5,260,366 ordinary shares to 461,106,007 ordinary shares of 6269/88p each.
B shares
B share issue Pursuant to resolutions passed at the EGM on 12 July 2006:
- the authorised share capital of the Company was increased by the creation of 610,000,000 B shares (cumulative preference shares of 1p each); and
- on 17 July 2006, the Company issued 551,160,259 B shares on the basis of 1 new B share for each ordinary share of 531/8p held on the register of members on 14 July 2006.
B share repurchases At the EGM on 12 July 2006, the Directors were authorised to repurchase up to 610,000,000 B shares in the Company until the Company's AGM in 2007. In the year to 31 March 2007, the Company repurchased and cancelled 542,530,279 B shares (representing 1.82% of the nominal value of the Company's total called-up share capital as at 17 July 2006) pursuant to this authority for an aggregate consideration of £689,013,454. These shares were repurchased as part of the Company's arrangements to return capital to shareholders. Accordingly, 8,629,980 B shares remained in issue as at 31 March 2007.
Major interests in ordinary shares
As at 2 May 2007, the Company had been notified of the following interests in the Company's ordinary share capital in accordance with Chapter 5 of the FSA's Disclosure Rules and Transparency Rules.
| % | Number of ordinary shares* as at 2 May 2007 |
||
|---|---|---|---|
| AXA S.A. and its group of companies | 9.84 | 45,367,259 | |
| The Goldman Sachs Group Inc | 7.19 | 33,148,582 | |
| BlackRock Investment Management (UK) Limited | 4.93 | 22,737,966 | |
| Prudential plc group of companies | 3.95 | 18,254,412 | |
| Legal & General Group plc and/or its subsidiaries | 3.61 | 16,685,941 | |
| *Each ordinary share carries one voting right. | |||
Directors' interests
The interests of the Directors (all of which are beneficial) in the shares of the Company up to 31 March 2007 as stated in the register of directors' interests are shown below.
Ordinary share interests stated before the Company's share consolidation on 17 July 2006 relate to ordinary shares of 531/8p each while those stated after that date relate to ordinary shares of 6269/88p each. The B share interests of the Directors are also set out below.
| Ordinary shares | B shares | |||
| 31 March 2007 (or date of cessation if earlier) |
1 April 2006 (or date of appointment if later) |
31 March 2007 (or date of cessation if earlier) |
1 April 2006 (or date of appointment if later) |
|
| Baroness Hogg | 18,772 | 18,686 | – | – |
| O H J Stocken | 21,944 | 20,026 | – | – |
| P E Yea | 595,947 | 379,460 | 192,114 | – |
| S P Ball | 174,570 | 30,422 | 25,843 | – |
| C J M Morin-Postel | 1,598 | 1,872 | 1,872 | – |
| M J Queen* | 382,493 | 327,697 | 109,910 | – |
| F D Rosenkranz | 23,893 | 28,238 | – | – |
| Sir Robert Smith | 8,455 | 3,952 | – | – |
| F G Steingraber | – | – | – | – |
| R W A Swannell (appointed 1 September 2006) | 11,000 | 11,000 | – | – |
| Dr P Mihatsch (until 31 July 2006) | – | – | – | – |
| *Mr M J Queen also had a beneficial interest in conditional rights to acquire ordinary shares arising from a performance linked award under the Management Equity Investment Plan, described in the Directors' remuneration report. |
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The share interests shown above for each of Mr P E Yea, Mr S P Ball and Mr M J Queen include Performance Share awards and Super-performance Share awards which are subject to forfeiture and are detailed in the tables in the Directors' remuneration report.
Each of the employees of the Group (including each of the executive Directors) is a potential beneficiary of the Employee Trust and as such was, during the year to 31 March 2007, interested (within the meaning of section 324 of the Companies Act 1985) in the shares held by the trust (other than in certain shares held by the trust as nominee on behalf of specific individuals). The trust held 11,080,758 ordinary shares as at 1 April 2006 and 10,931,404 ordinary shares as at 31 March 2007. These numbers of ordinary shares include the ordinary shares over which Mr M J Queen had conditional rights to acquire under the Management Equity Investment Plan; and the ordinary shares relating to the Super-performance Share awards made to Mr P E Yea, Mr S P Ball and Mr M J Queen.
Details of Directors' share options under the Group's executive share option plans are shown in the Directors' remuneration report.
In the period from 1 April 2007 to 2 May 2007, the following Directors became beneficially interested in the number of additional shares shown: Mr P E Yea (33 ordinary shares), Mr S P Ball (33 ordinary shares) and Mr M J Queen (33 ordinary shares). In addition, as at 2 May 2007, the number of ordinary shares held by the Employee Trust was 10,931,404.
Save as detailed above, no Director had any disclosable interest in the shares, debentures or loan stock of the Company or in the shares, debentures or loan stock of its subsidiaries during the period and there have been no changes in the above interests between 1 April 2007 and 2 May 2007.