7. Issued share capital

7.1 Accounting policy

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

7.2 Analysis of issued share capital

On incorporation, the Company's share capital consisted of one ordinary share with a par value of £1 ("the subscriber share").

On 18 September 2012, the Company issued 50,000 redeemable non-voting preference shares of £1 each. The preference shares were allotted for cash and remain unpaid by virtue of the holder giving an undertaking to pay up each share pursuant to section 583(2) and 583(3) of the Companies Act 2006.

On 14 December 2012, the Company issued 278,448,752 ordinary shares of 638.5 pence each (£1,777.9m) to the public shareholders of Cookson Group plc in exchange for the entire share capital of Cookson Group plc as part of the Scheme of Arrangement. On the same date, the subscriber share was converted into and redesignated as a deferred share of £1.

On 19 December 2012, the Company demerged the Alent business (formerly the Performance Materials division of Cookson Group plc), whereby the share capital of the Company which amounted to £1,777.9m, was reduced by: a) cancelling and extinguishing paid-up capital on each of the Vesuvius plc shares in issue immediately prior to the confirmation by the Court of the Vesuvius plc capital reduction, to the extent that the amount paid up on each such Vesuvius plc share shall be 10 pence; and b) reducing the nominal value of each of the Vesuvius plc shares to 10 pence each.

In respect of the paid-up capital cancelled pursuant to (a) above: £862.4m was repaid, with such repayment being satisfied by the transfer by the Company to Alent plc of the entire share capital of Alent Investments Limited, in consideration of the allotment and issue by Alent plc of one Alent plc share for each Vesuvius plc share held by the Vesuvius plc shareholders at the date of the demerger; and the balance of £887.7m was retained and transferred to the reserves of the Company to be available for future distributions, leaving issued share capital of £27.8m.

The total market value of the Alent plc shares issued was £862.4m, being the market value of the Alent business as at 19 December 2012.

The rights attached to the redeemable non-voting preference shares are as follows:

  1. the shares carry no rights to receive notice of or attend and vote at any General Meeting of the Company unless a resolution is proposed to wind-up the Company or vary, modify, alter or abrogate any of the rights attaching to the redeemable non-voting preference shares;
  2. the shares carry no rights to participate in profits or assets of the Company, except if there is a return of capital on winding-up or otherwise, the assets of the Company available for distribution among the members shall be applied first in repaying in full to the holder of the redeemable non-voting preference shares the amount paid up on such shares; and
  3. subject to the provisions on the Companies Act, the Company may redeem the redeemable non-voting preference shares at their nominal amount at any time specified by either the Directors or the holders of the redeemable non-voting preference shares. On the redemption of any redeemable non-voting preference, such shares shall be cancelled.

The rights attached to the deferred share are as follows:

  1. the deferred share shall carry no rights to receive any of the profits of the Company available for distribution by way of dividend or otherwise;
  2. except as provided below, the deferred share shall carry no rights to participate in profits or assets of the Company;
  3. if there is a return of capital on winding-up or otherwise, the assets of the Company available for distribution among the members shall be applied first in repaying in full to the holder of the deferred share the amount paid up on such share; and
  4. the holder of the deferred share shall not be entitled to receive notice of or attend and vote at any General Meeting of the Company unless a resolution is to be proposed which varies, modifies, alters or abrogates any of the rights attaching to the deferred share.