Share Capital

In Issue as at 30th June 2019
Non-voting priority dividend ordinary shares of 12.5p each (NVPOs) 45,271,125
8% irredeemable preference shares 4,800,000
10% irredeemable preference shares 3,600,000
Ordinary shares of 12.5p each 13,811,255
Total 67,482,380

Major Shareholders - At 30th June 2019

NVPO Ordinary
Marshall Family Trusts 39.9% 52.6%
Sir Michael Marshall 8.3% 22.0%
Robert Marshall 1.0% 1.5%
Other 50.8% 23.9%
Total 100.0% 100.0%

Transfer of Shares

Only NVPOs and preference shares tend to be traded openly. These transactions are completed on a matched bargain basis operated by James Sharp & Co (contact Josh McArdle on 0161 764 4043).

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 a 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 cannot 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 cannot vote at an AGM.

Right of Conversion of Ordinary Shares

The Ordinary shares have a limited right of conversion into NVPO shares. Any holder of Ordinary shares may, at any time during the period of two months immediately following the AGM in each year, 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 shares can be obtained from the Articles of Association.

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