| 22 |
SHARE CAPITAL AND PREMIUM |
| 22.1 |
Share capital |
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Authorised share capital |
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The authorised share capital of the company is US$225 000 000 represented by
150 000 000 shares of no par value (accounting par value of US$1,50 per share). |
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Issued share capital |
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The issued share capital of the company is 110 487 321 (2005:102 255 732) ordinary shares of no par value.During the current financial year 8 231 589 bonus shares of no par value were issued out of the share premium account. |
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At an extraordinary general meeting of shareholders held on 27 July 2005 it was resolved that an amount of US$40,0 million be appropriated from the ‘Share premium‘ account of the company to the ‘Retained reserves’ account of the company. |
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The unissued ordinary shares are under the control of the directors,subject to certain constraints,until the forthcoming annualgeneral meeting. |
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At 31 March 2006, the company has granted options/share entitlements to directors and employees to subscribe for 10 726 879 (2005:19 538 722) ordinary shares in the company as set out on page 100. |
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| 22.2 |
Share premium
The share premium account of the company at 31 March 2006 is US$3,2 million (2005:US$55,5 million). |
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2006
US$m |
2005
US$m |
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| 23 |
LEGAL RESERVE |
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Luxembourg Law requires the appropriation of 5% of the prior year’s unconsolidated net earnings of Brait S.A.to a legal reserve until such reserve equals 10% of its issued share capital. The legal reserve is not available for distribution,except upon dissolution of Brait S.A.The transfer to the legal reserve is subject to the approval of shareowners. |
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Balance at end of year |
2,6 |
2,6 |
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| 24 |
EQUITY RESERVES |
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Equity reserves include the following: |
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| 24.1 |
Share entitlement expenses in terms of IFRS 2 (Share-based Payments) |
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Balance at beginning of the year |
2,9 |
2,5 |
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Income statement charge |
0,7 |
0,4 |
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Balance at end of year |
3,6 |
2,9 |
| 24.2 |
Foreign currency adjustment on capital loan |
(0,1) |
(0,3) |
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Total equity reserves |
3,5 |
2,6 |
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| 25 |
REDEEMABLE PREFERENCE SHARES |
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Total debt capital |
72,9 |
– |
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In March 2006 a subsidiary of the group, Brait South Africa Limited, raised
US$72,9 million (ZAR 450 million) preference share capital to provide additional capital to leverage the group’s internal growth strategy.450 000 (four hundred and fifty thousand) cumulative redeemable preference shares were issued at a par value of 0,01 cents and a premium of ZAR 999,99 per share.These shares carry a dividend of 78% of the South African prime rate and are redeemable in four tranches on 31 July of each year commencing in 2010 as follows: |
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– 31 July 2010 – ZAR 45,0 million |
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– 31 July 2011 – ZAR 67,5 million |
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– 31 July 2012 – ZAR 67,5 million |
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– 31 July 2013 – ZAR 270,0 million |
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Brait is entitled to early redemption at any time prior to the specified settlement dates.
In terms of the agreement,there are a number of early redemption events as set out below: |
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– tangible NAV falls below a specified amount; |
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– earnings/debt service coverage ratio falls below a certain threshold;and |
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– the group has a negative EBIT for any two consecutive years; |
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This liability is secured via a guarantee by Brait S.A.and other subsidiaries.
This issue had no significant impact on the earnings per share. |
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