23 Called up share capital and other reserves – Group and Company (continued)
Share capital – allotted and fully paid in 2021:
Total consideration received £
Share Capital £
Share Premium £
Number
15,000,000 30,886,695 7,286,920 9,962,661 9,000,000 5,988,724
1,500 14,998,500 15,000,000 3,089 30,883,606 30,886,695
A Ordinary shares of £0.0001 each B Ordinary shares of £0.0001 each C Ordinary shares of £0.0001 each D Ordinary shares of £0.0001 each E Ordinary shares of £0.0001 each F Ordinary shares of £0.0001 each
729
7,286,191
7,286,920
996 12,825,389 12,826,385 900 8,999,100 9,000,000
599
-
- -
-
-
(2,009,381)
Reclassification of shares as debt (Note 19)
78,125,000
7,813 72,983,405 75,000,000
The share premium account contains the premium arising on issue of equity shares. The rights attaching to the respective classes of shares are as follows: Voting
Holders of A, B, C and E Ordinary Shares have the right to receive notice of, attend, vote, speak at any general meeting and vote on any written resolution of the company. D and F Ordinary Shares do not confer any voting rights on their holders. Dividends Holders of A Ordinary Shares are entitled to receive the Priority Dividends in accordance with the Articles of Association of the company. Any additional profits of the company resolved to be distributed in any financial period are divided between holders of A, B, C, D, E and F Ordinary Shares equally as if they constituted a single class of shares. Distributions of capital On a return of capital where the capital to be returned exceeds the A Ordinary Threshold, (i) the amount of capital up to, and including, £75 million will be distributed amongst holders of A, B, C, D and E Ordinary Shares equally as if they constituted one and the same class of share, and (ii) the capital in excess of £75 million will be distributed amongst holders of A, B, C, D, E and F Ordinary Shares equally as if they constituted one and the same class of share. On a return of capital where the capital to be returned is the same as, or less than, the A Ordinary Threshold, the capital will be distributed (i) as to the amount which is up to the value of the A Shareholder Minimum Return, to the holders of A Ordinary Shares, (ii) as to the amount which is in excess of the value of the A Shareholder Minimum Return but does not exceed £75 million, equally between the holders of B, C, D and E Ordinary Shares, and (iii) as to the amount which is in excess of £75 million, equally between the holders of B, C, D, E and F Ordinary Shares.
24 Share Based payments Growth Shares
The company operates a growth share incentive arrangement under which employees selected by the Remuneration Committee of the company are issued F Ordinary Shares of £0.0001 each. The company has issued F Ordinary shares to certain employees by way of gift. The fair value of these has been estimated at £nil (2021: £27,000) and a charge of £36,000 (2021: £34,000) has been made to the statement of comprehensive income in the year. The fair value of the share is based on an externally obtained tax valuation per share of £0.035 (2021: £0.035) and an expected time frame from issue of share to exit of 10 years.
Whistl Annual Report 2022
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