22 Share capital
| 2008 | 2007 | |||
|---|---|---|---|---|
| No. ’000s | £’000s | No. ’000s | £’000s | |
| Authorised: | ||||
| Ordinary shares of 5p each | 60,000 | 3,000 | 60,000 | 3,000 |
| Issued and fully paid: | ||||
| At the beginning of the year | 42,802 | 2,140 | 42,520 | 2,126 |
| Exercise of share options | 202 | 10 | 282 | 14 |
| At the end of the year | 43,004 | 2,150 | 42,802 | 2,140 |
The Company has one class of ordinary share of 5p each (‘shares’) which carries no rights to fixed income. All shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. All shares rank equally with regard to the Company’s residual assets.
No member shall however be entitled to vote at any general meeting in respect of any share held by him if any call or other sum then payable by him in respect of that share remains unpaid or if a member has been served with a restriction notice (as defined in the Articles) after failure to provide the Company with information concerning interests in those shares required to be provided under the Companies Acts.
Shares
The shares of the Company issued during the year are shown below. Details of employee share option schemes referred to are given below and in note 26.
No shares were issued in respect of options exercised under the Company’s 1988 Scheme (2007: 12,625 shares for a total consideration of £21,589).
202,007 shares were issued in respect of options exercised under the Company’s 1995 Scheme for a total consideration of £249,200 (2007: 269,133 shares for a total consideration of £159,207). Some options exercised under the 1995 Scheme were settled on a net basis.
No shares were issued in respect of the ESOP 2007, the SAYE scheme or the 2005 Plan (2007: nil).
Share options
The Company has five share option schemes:
- The Morgan Sindall plc 1995 Executive Share Option Scheme (the ‘1995 Scheme’), which received shareholders’ approval on 24 May 1995. The period for the granting of options under the 1995 Scheme expired in May 2005. Options under the 1995 Scheme are exercisable between five and seven years from the date of grant of the options
- The Morgan Sindall Employee Share Option Plan 2007 (the ‘ESOP 2007’) received approval from the Board on 7 June 2007. The ESOP 2007 did not require shareholder approval because all options granted and to be granted under it will be settled with market purchased shares. Options granted under the ESOP 2007 are exercisable between three and ten years from the date of grant. The period for granting options under the ESOP 2007 expires on 6 June 2017
- The Morgan Sindall Executive Remuneration Plan 2005 (the ‘2005 Plan’), details of which are disclosed in the directors’ remuneration report
- The Morgan Sindall Savings Related Share Option (‘SAYE’) scheme. The SAYE scheme was approved by shareholders on 22 April 2008 and by Her Majesty’s Revenue & Customs (‘HMRC’) on 9 May 2008. A total of 1,674,119 options were granted on 1 July 2008 under the SAYE scheme (2007: nil). The options are exercisable after 3 years (for 6 months) from the date of grant. The period for granting options under the SAYE scheme expires on 21 April 2018. Further details of the SAYE scheme are given in note 26
- The Morgan Sindall plc Share Option Scheme (the ‘1988 Scheme’) was introduced on 21 January 1988. All remaining options under the 1988 Scheme lapsed or were exercised in 2007.
Details of the options outstanding under the 1995 Scheme, the ESOP 2007, the SAYE scheme and the 2005 Plan and the respective exercise prices are shown in note 26.
Own shares
Own shares at cost represent 840,864 (2007: 752,169) shares in the Company held in the Morgan Sindall Employee Benefit Trust (the ‘Trust’) in connection with the ESOP 2007 and certain share incentive schemes as detailed in the directors’ remuneration report on pages 40 to 47. The trustees of the Trust purchase the Company’s shares in the open market with financing provided by the Company on the basis of regular reviews of the share liabilities of the relevant schemes. A total of 840,864 (2007: 615,766) shares were unallocated at the year end and dividends on these shares have been waived. The cost of shares expected to be awarded is charged over the three year period to which the award relates. Based on the Company’s share price at 31 December 2008 of £5.42 (2007: £10.39), the market value of the shares was £4,557,483 (2007: £7,815, 036).