Report of the Directors
Governance

Other Statutory Information

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Share Capital and Control

Capital Structure

The issued share capital of the company at 31st March 2013 was 204,917,749 ordinary shares of 104 16/21 pence each (excluding treasury shares).

As at 31st March 2013, the company held 5,725,246 treasury shares. As a result of the share consolidation, on 6th August 2012 the company cancelled 0.2273 of a treasury share. There were no purchases, sales or transfers of treasury shares during the year.

Purchase by the Company of its Own Shares

At the 2012 AGM shareholders renewed the company’s authority to make market purchases of up to 20,491,774 ordinary shares of 104 16/21 pence each, representing 10% of the issued share capital of the company (excluding treasury shares) as at 6th August 2012 immediately following the share consolidation. This authority subsisted at 31st March 2013.

During the year, Johnson Matthey did not make any purchases of its own shares or propose to purchase its own shares (either through the market or by an offer made to all shareholders or otherwise), nor did the company acquire any of its own shares other than by purchase.

Since 31st March 2013 the company has not effected any purchases of its own shares, entered into any options to purchase its own shares or entered into any contracts to make such purchases (including transactions made through the market or by an offer made to all shareholders or otherwise).

Rights and Obligations Attaching to Shares

The holders of ordinary shares in Johnson Matthey are entitled to receive dividends when declared, to receive the company’s annual report, to attend and speak at general meetings of the company, to appoint proxies and to exercise voting rights.

As at 31st March 2013 and as at the date of approval of this annual report, except as referred to below, there were no restrictions on the transfer of ordinary shares in the company, no limitations on the holding of securities and no requirements to obtain the approval of the company, or of other holders of securities in the company, for a transfer of securities.

The directors may, in certain circumstances, refuse to register the transfer of a share in certificated form which is not fully paid up, where the instrument of transfer does not comply with the requirements of the company’s Articles of Association, or if entitled to do so under the Uncertificated Securities Regulations 2001. The directors may also refuse to register a transfer of ordinary shares in certificated form, which represents 0.25% or more of the issued share capital of the company, following the failure by the member or any other person appearing to be interested in the shares to provide the company with information requested under section 793 of the Companies Act 2006 (the 2006 Act).

No person holds securities in the company carrying any special rights with regard to control of the company. There are no restrictions on voting rights (including any limitations on voting rights of holders of a given percentage or number of votes or deadlines for exercising voting rights) except that a shareholder has no right to vote in respect of a share unless all sums due in respect of that share are fully paid. There are no arrangements by which, with the company’s cooperation, financial rights carried by shares in the company are held by a person other than the holder of the shares. As at 31st March 2013 and as at the date of approval of this annual report, there were no agreements known to the company between holders of securities that may result in restrictions on the transfer of securities or on voting rights.

Nominees and Liens

During the period:

Allotment of Securities for Cash and Placing of Equity Securities

During the period, the company has not allotted, nor has any major subsidiary undertaking of the company (broadly an undertaking that represents at least 25% of the group’s aggregate gross assets or profit) allotted, equity securities for cash. During the period the company has not participated in any placing of equity securities.

Listing of the Company’s Shares

Johnson Matthey’s shares have a Premium Listing on the London Stock Exchange and trade as part of the FTSE 100 index under the symbol JMAT.

American Depositary Receipt Programme

Johnson Matthey has a sponsored Level 1 American Depositary Receipt (ADR) programme which BNY Mellon administers and for which it acts as Depositary. Each ADR represents two ordinary shares of the company. The ADRs trade on the US over-the-counter market under the symbol JMPLY. When dividends are paid to shareholders, the Depositary converts such dividends into US dollars, net of fees and expenses, and distributes the net amount to ADR holders. Contact details for BNY Mellon are set out in the Shareholder Information section.

Employee Share Schemes

At 31st March 2013, 4,631 current and former employees, representing approximately 42% of employees worldwide, were shareholders in the company through the group’s employee share schemes. Through these schemes, current and former employees held 3,786,506 ordinary shares (1.85% of issued share capital, excluding treasury shares). As at 31st March 2013, 137 current and former employees held options over 303,196 ordinary shares through the company’s executive share option schemes. Also as at 31st March 2013, 2,574,451 ordinary shares had been allocated but had not yet vested under the company’s long term incentive plan to 1,095 current and former employees.

Shares acquired by employees through the company’s employee share schemes rank equally with the other shares in issue and have no special rights. Voting rights in respect of shares held through the company’s employee share schemes are not exercisable directly by employees. However, employees can direct the trustee of the schemes to exercise voting rights on their behalf. The trustees of the company’s employee share ownership trust (ESOT) have waived their rights to dividends on shares held by the ESOT which have not yet vested unconditionally in employees.

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