|In issue as at 1st January 2023|
|Ordinary shares of 12.5p each||13,289,255|
|Non-voting priority dividend ordinary shares of 12.5p each (NVPOs)||45,793,125|
|8% irredeemable A preference shares||4,800,000|
|10% irredeemable B preference shares||3,600,000|
Major shareholders as at 1st January 2023
|Marshall Family Trusts||39.44%||54.63%|
|Sir Michael Marshall Will Trustees||4.73%||21.67%*|
* Currently non-voting
Transfer of Shares
Only NVPO shares and Preference shares can be traded without restriction.
An Ordinary share may only be transferred to any person who is a direct lineal descendant from David Gregory Marshall either by birth or adoption, or any person or entity who is approved by way of consent by special majority (50% or more) of the holders of Ordinary shares.
Rights of NVPO Shares
NVPO shares rank pari passu with Ordinary shares except for the following:
- Holders of NVPO shares are entitled to an annual priority dividend of 2p in priority to any discretionary dividend payable on the Ordinary shares, together with a dividend per NVPO equal to the amount of any dividend declared on each Ordinary share.
- Holders of NVPO shares have no right to attend or vote at an AGM.
Rights of Preference Shares
- Holders of preference shares are entitled, in priority to any discretionary dividend payable on the Ordinary shares and the NVPO shares, to non-cumulative preference dividends of 8p per share in respect of the A preference shares and 10p per share in respect of the B preference shares.
- On a return of capital on a winding up of the preference shares carry the right to repayment of capital at par; this right is in priority to the rights of Ordinary and NVPO shareholders.
- Holders of preference shares have no right to attend or vote at an AGM.
Right of Conversion of Ordinary Shares
The Ordinary shares have a right of conversion into NVPO shares. Any holder of Ordinary shares may, at any time, elect to convert Ordinary shares into NVPO shares. The rate of conversion is one NVPO share for each Ordinary share.
Further details on the limitations, rights and conversion of all classes of shares can be obtained from the Articles of Association.