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Capital structure
Full details of the authorised and issued share capital, together with details of the movements in the Company's issued ordinary share capital during the year are shown in Note 23 to the Group financial statements. The Company has one class of ordinary shares which carry no right to fixed income. On a poll at general meetings of the Company, each share carries the right to one vote.
As at 31 December 2007, there were 2,174.1 million issued ordinary shares held by 124,748 registered members, with the Standard Life Share Account (the Company-sponsored nominee member) holding 1,086 million shares on behalf of 1,348,507 participants. These shareholdings are analysed by category of shareholder and size of shareholding at the end of the Annual Report and Accounts. Details of ordinary shares under option are shown in Note 41 to the Group financial statements.
As at 10 March 2008, the Company had been notified of the following interests of 3% or more in its issued ordinary share capital:
| Legal & General Group plc | 89,072,147 shares (4.09%) |
The holding of Computershare Trustees Limited, which is in respect of the Unclaimed Assets Trust, was 76,751,033 shares (3.53%) as at 10 March 2008. The Unclaimed Assets Trust was established by the Company and its share registrar to hold the demutualisation entitlements of those eligible members who have not yet confirmed their details in accordance with the Scheme of Demutualisation.
Save as described below, there are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Company's articles of association and prevailing legislation and regulation.
The Board may decline to register the transfer of a share which is not a fully paid share. The Board may also decline to register the transfer of a certificated share unless the instrument of transfer is duly stamped and accompanied by the relevant share certificate or other evidence of the right to transfer, is in respect of only one class of share and is in favour of no more than four joint transferees. Registration of the transfer of an uncertificated share may be refused in the circumstances set out in the Uncertificated Securities Regulations (as defined in the articles of association) and where the transfer is in favour of more than four joint transferees.
Additionally, the Board may decline to register the transfer of a certificated share by a person with a 0.25% interest in the Company if that person has been served with a restriction notice under the articles of association, after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Acts (unless the transfer is shown to the Board to be pursuant to an arm's length sale under the articles).
These restrictions are in line with the standards set out in the FSA's Listing Rules and are considered to be standard for a listed company. They will remain substantially unaltered in the new articles of association proposed to be adopted at the Annual General Meeting. The Directors are not aware of any other agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.
Details of the Company's employee share plan, The Standard Life Share Plan, are set out in Note 41 to the Group financial statements. The Trustees of this plan vote the appropriate shares in accordance with any instructions received from participants in the plan.
No person has any special rights of control over the Company's share capital and all issued shares are fully paid.
With regard to the appointment and replacement of Directors, the Company is governed by its articles of association, the Companies Acts and related legislation. The articles themselves may be amended by special resolution of the shareholders. The powers of Directors are described in the Company's articles. The Company also complies with the relevant provisions of the Combined Code. At the 2007 Annual General Meeting, the Directors were granted limited power to allot the Company's ordinary shares and to disapply, to a limited extent, shareholders' pre-emption rights in respect of new ordinary shares issued for cash and to make market purchases of the Company's ordinary shares.
Under its articles of association, the Company has authority to issue 3,000,000,000 ordinary shares and 50,000 redeemable preference shares. The Company did not make any market purchases of its ordinary shares during the year to 31 December 2007, and has not done so since then and up to the date of this report, under its limited authority to make market purchases of up to 10% of the Company's issued ordinary share capital.
