DIRECTORS REPORT The directors present their report and the audited - PDF document

56 INTERSERVE ANNUAL REPORT 2013 GOVERNANCE DIRECTORS’ REPORT GOVERNANCE DIRECTORS’ REPORT The directors present their report and the audited 21 May 2014 to shareholders appearing on the register at the consolidated fjnancial statements for the year ended close of business on 4 April 2014. The shares will be quoted 31 December 2013. ex-dividend on 2 April 2014. The directors’ responsibility for the preparation of the The Company’s dividend reinvestment plan continues to Annual Report and Financial Statements, which forms part be available to eligible shareholders. Further details of the of this report, and the statement by the auditors about plan are set out in the Shareholder Information section on their reporting responsibilities, are set out on pages 98, page 167. and 99 to 103, respectively, of this Annual Report. Capita Trustees Limited, the trustee of the Interserve CHAIRMAN’S STATEMENT Employee Benefjt Trust (the “Trust”), waived its right to receive a dividend over 368,601 shares held by the Trust A review of the development of the Group and its future in the name of Capita IRG Trustees (Nominees) Limited in prospects is included in the Chairman’s Statement, which respect of the dividend paid in May 2013 and 647,411 shares is incorporated into this Directors’ Report by reference. in respect of the dividend paid in October 2013. The former trustee of the Trust, EES Trustees International Limited, CORPORATE GOVERNANCE STATEMENT waived its right to receive a dividend over 1,072,720 shares The Disclosure and Transparency Rules of the Financial held by the Trust in respect of the dividend paid in May 2012 Conduct Authority (the “FCA”) require certain information and 1,057,217 shares in respect of the dividend paid to be included in a corporate governance statement in the in October 2012. Directors’ Report. Information that fulfjls the requirements of the corporate governance statement can be found in SHARE CAPITAL the Corporate Governance report and the Audit Committee General Report, which are incorporated into this Directors’ Report The Company’s issued share capital as at 31 December 2013 by reference. comprised a single class of ordinary shares. All shares rank equally and are fully paid. No person holds shares carrying GROUP RESULTS AND DIVIDENDS special rights with regard to control of the Company. Financial reporting The Group’s Consolidated Income Statement set out During the year 1,564,400 shares were issued at par fully on page 104 shows Group profjt before taxation of paid to participants of the Performance Share Plan (the £68.1 million (2012: £179.8 million). The detailed results of “PSP”) on the vesting of awards granted in April 2010. A the Group are given in the fjnancial statements on pages 104 further 642,429 shares were issued fully paid to participants to 149 and further comments on divisional results are given of the 2002 Executive Share Option Scheme (the “2002 in the Operational Review on pages 22 to 33. ESOS”) at prices of 205.83p, 253.25p, 324.00p and 359.33p per share. As a result of the foregoing allotments, the Since the balance sheet date the Company has entered Company’s issued share capital at the end of the year stood into a conditional agreement with subsidiaries of Rentokil at 129,053,768 (2012: 126,846,939) ordinary shares of 10p Initial plc to acquire their facilities services business for a each (£12,905,376.80) (2012: £12,684,693.90). cash consideration of £250 million. Due to the size of this transaction it is subject to and conditional upon the approval Since the year end, a further 53,047 shares have been issued of shareholders. A General Meeting has been convened for to participants of the 2002 ESOS at prices of 253.25p and this purpose and will be held at 10 a.m. on 17 March 2014 at 359.33p per share. The issued share capital at the date of the offjces of Ashurst LLP, Broadwalk House, 5 Appold Street, this report therefore stands at 129,106,815 ordinary shares of London EC2A 2HA. A notice of the General Meeting and of 10p each (£12,910,681.50). the resolution to be proposed and considered at this meeting has been sent separately to shareholders. There have been Details of outstanding awards and options over shares in no further post balance sheet events that require disclosure the Company as at 31 December 2013 are set out in notes or adjustment in the fjnancial statements. 27 and 29 to the fjnancial statements on pages 139 and 140 respectively. Dividends An interim dividend of 6.8p per 10p ordinary share (2012: Issue of shares 6.4p) was paid on 23 October 2013. The directors recommend Section 551 of the Companies Act 2006 (the “2006 Act”) a fjnal dividend of 14.7p per 10p ordinary share, making provides that the directors may not allot shares unless a total distribution for the year ended 31 December 2013 empowered to do so by the shareholders. A resolution giving of 21.5p per 10p ordinary share (2012: 20.5p). Subject to such authority was passed at the AGM held on 13 May 2013. approval of shareholders at the Annual General Meeting The AGM authorities were used in 2013 only in relation to (“AGM”) on 13 May 2014, the fjnal dividend will be paid on the issue of shares pursuant to the PSP and the 2002 ESOS as described above.