RBS 2011 Annual Report Download - page 393

RBS Group 2011 391
27 Share capital
Allotted, called up and fully paid
1January
2011
Issued
during
the year
31 December
2011
£m £m £m
Ordinary shares of 25p 14,614 193 14,807
Bshares of £0.01 510 — 510
Dividend access share of £0.01 — — —
Non-cumulative preference shares of US$0.01 1 — 1
Non-cumulative convertible preference shares of US$0.01 — — —
Non-cumulative preference shares of €0.01 — — —
Non-cumulative convertible preference shares of £0.01 — — —
Non-cumulative preference shares of £1 — — —
Cumulative preference shares of £1 1 — 1
Allotted, called up and fully paid
Number of shares - thousands 2011 2010 2009
Ordinary shares of 25p 59,228,412 58,458,131 56,365,721
Bshares of £0.01 51,000,000 51,000,000 51,000,000
Dividend access share of £0.01 (1) — — —
Non-voting deferred shares of £0.01 — — 2,660,556
Non-cumulative preference shares of US$0.01 209,609 209,609 308,015
Non-cumulative convertible preference shares of US$0.01 65 65 1,000
Non-cumulative preference shares of €0.01 2,044 2,044 2,526
Non-cumulative convertible preference shares of £0.01 15 15 200
Non-cumulative preference shares of £1 54 54 750
Cumulative preference shares of £1 900 900 900
Note:
(1) One dividend access share in issue.
Movement in ordinary shares in issue - thousands Ordinary shares
of 25p
At 1 January 2010 56,365,721
Shares issued 2,092,410
At 1 January 2011 58,458,131
Shares issued 770,281
At 31 December 2011 59,228,412
Ordinary shares
During the year, the issued ordinary share capital was increased by 770
million ordinary shares in connection with employee share schemes.
Bshares and dividend access share
In December 2009, the company entered into an acquisition and
contingent capital agreement with HM Treasury. HM Treasury agreed to
acquire at 50p per share 51 billion B shares with a nominal value of 1p
each and a dividend access share with a nominal value of 1p; these
shares were issued to HM Treasury on 22 December 2009. Net proceeds
were £25.1 billion.
The B shares do not generally carry voting rights at general meetings of
ordinary shareholders. Each B share is entitled to the same cash
dividend as an ordinary share (subject to anti-dilution adjustments).
The B shares may be converted into ordinary shares at a fixed ratio of
issue price (50p) divided by the conversion price (50p subject to anti-
dilution adjustments) at the option of the holder at any time after issue.
HM Treasury has agreed not to convert its B shares into ordinary shares
to the extent that its holding of ordinary shares following the conversion
would represent more than 75% of the company's issued ordinary share
capital.