- Part I: Summary
- Part II: Risk Factors
- Part III: The Scheme of Arrangement and Share Capital Consolidation
- Part IV: Directors, Company Secretary, Registered Office and Advisers
- Part V: Presentation of Statisical Data and Other Information
- Part VI: Information on The Group
- Part VII: Directors and Corporate Governance
- Part VIII: Selected Financial Information
- Part IX: Operating and Financial Review
- Part X: Accountant's Reports and Financial Information
- Part XI: Interim Financial Information of The Group for The 26 Week Period Ended 2 August 2008
- Part XII: Additional Information
- Responsibility
- Incorporation and Registered Office
- Organisational Structure
- Main Investments
- Share Capital
- Memorandum of Association and Bye-Laws
- Mandatory Takeover Bids, Squeeze-out and Sell-out Rules
- Directors' Interests
- Summary of Remuneration and Benefits
- Director's Terms and Conditions
- Employees
- Employee Share Plans
- Pensions
- Significant Shareholders
- No Significant Change
- Related Party Transactions
- Material Contracts
- Taxation
- Litigation
- Property, Plant and Equipment
- Depositary Interests and Terms of the Deed Poll
- Auditors
- Consents
- General
- Documents available for Inspection
- Part XIII: Definitions
5. SHARE CAPITAL
The authorised and issued fully paid up share capital of the Company as at the date of this document is, and at the date of Admission is expected to be, as follows:
- The authorised, issued and fully paid share capital of the Company as at the date of publication of this document is as follows:
| Authorised | Issued | Unissued | ||||||
|---|---|---|---|---|---|---|---|---|
| Number | Amount ($) | Number | Amount($) | Number | Amount ($) | |||
| Common shares of par value US$0.009 each | 10,000,000,000 | 90,000,000 | 1 | 0.009 | 9,999,999,999 | 89,999,999.991 | ||
| Preference shares of par value US$0.01 each | 500,000,000 | 5,000,000 | 0 | 0 | 500,000,000 | 5,000,000 | ||
- The authorised, issued and fully paid share capital of the Company as it is expected to be following the Scheme Effective Date (assuming there is no exercise of options over Signet Shares between the date of publication of this document and the Scheme Effective Date) is as follows:
| Authorised | Issued | Unissued | ||||
|---|---|---|---|---|---|---|
| Number | Amount | Number | Amount ($) | Number | Amount ($) | |
| Common shares of par value US$0.18 each | 500,000,000 | 90,000,000 | 85,277,901 | 15,349,876.38 | 414,722,909 | 74,650,123.62 |
| Preference shares of par value US$0.01 each | 500,000,000 | 5,000,000 | 0 | 0 | 500,000,000 | 5,000,000 |
- The Company was incorporated on 25 June 2008 with an authorised share capital of $0.009 divided into one Common Share of par value $0.009 which was issued to Pembroke Company Limited, a company ultimately owned by the partners of Conyers, Dill & Pearman, the Company's Bermuda lawyers, and was paid in full in cash (the "Subscriber Share"). If the Scheme becomes effective, the Subscriber Share will be repurchased by the Company at nominal value.
- The Common Shares to be issued in accordance with the terms of the Scheme with the security code (ISIN) of BMG812761002 will, when issued, be in registered form and are not capable of being held in uncertificated form in CREST. As described in Section 21 of this Part XII, the Common Shares themselves will not be admitted to the CREST system but dematerialised Depositary Interests will be issued by a subsidiary of the Registrars in respect of the underlying Common Shares which will be able to be held and transferred through the CREST system. It is expected that Depositary Interests representing the Common Shares will be issued to holders of Common Shares on the date of LSE Admission. Depositary Interests representing Common Shares will be credited to CREST accounts on the date of the LSE Admission.
- There are no acquisition rights or obligations over the authorised but unissued share capital of the Company or an undertaking to increase the capital of the Company.
- There are no convertible securities, exchangeable securities or securities with warrants in the Company.
- Save as disclosed in this document, during the three years immediately preceding the date of this document, there has been no issue of share capital of the Company fully or partly paid either for cash or other consideration and no such issues are proposed and no share capital of the Company or any of its subsidiaries is under option or agreed, conditionally or unconditionally, to be put under option.
- Rights attaching to the Common Shares are summarised in Section 6 of this Part XII below.
- No commissions, discounts, brokerages or other special terms have been granted in respect of the issue of any share capital of the Company.
- Save as disclosed in this document:
- no share or loan capital of the Company has be en issued or been agreed to be issued fully or partly paid, either for cash or for a consideration other than cash and no such issue is now proposed;
- no commissions, discounts, brokerages or other special terms have been granted in respect of any share capital of the Company;
- no share or loan capital of the Company is under option or agreed, conditionally or unconditionally, to be put under option; and
- at the date of this document the Company has no subsidiaries and accordingly no share or loan capital of any subsidiary has been issued or been agreed to be issued fully or partly paid either for cash or for a consideration other than cash and no such issue is now proposed and no share or loan capital of any subsidiary is under option or agreed, conditionally or unconditionally, to be put under option.