Keller Group PLC Full Year Results -9-
03 März 2014 - 8:01AM
UK Regulatory
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8. Share capital and reserves
2013 2012
GBPm GBPm
------------------------------------------------------------- ----- -----
Allotted, called up and fully paid
Equity share capital:
73,099,735 ordinary shares of 10p each (2012: 66,499,735) 7.3 6.6
------------------------------------------------------------- ----- -----
The Company has one class of ordinary shares, which carries no
rights to fixed income. There are no restrictions on the transfer
of these shares.
On 14 June 2013 the Group issued 6,600,000 new ordinary shares
of 10p each for a total non-cash consideration (shares in a company
which received the placing proceeds) of GBP57.6m net of GBP1.2m of
issue costs. Merger relief has been applied under section 612 of
the Companies Act 2006, with the premium on the shares issued
allocated initially to a merger reserve and then to an other
reserve on redemption of the shares in the company that received
the placing proceeds.
All other shares issued in the year related to share options
that were exercised.
The capital redemption reserve is a non-distributable reserve
created when the Company's shares were redeemed or purchased other
than from the proceeds of a fresh issue of shares.
The total number of shares held in Treasury was 2.2m (2012:
2.2m).
9. Related party transactions
Transactions between the parent, its subsidiaries and jointly
controlled operations, which are related parties, have been
eliminated on consolidation and are not disclosed in this note.
On 3 April 2013, the Group acquired the remaining 49% minority
shareholding of Keller-Terra S.L. for a cash consideration of
GBP5.6m (EUR6.7m) from GTCEISU Construcción, S.A., a connected
person of Mr López Jiménez, who retired as a Director of the
Company during 2012. During the year the Group undertook various
contracts with a total value of GBPnil (2012: GBP3.9m) for GTCEISU
Construcción, S.A. An amount of GBPnil (2012: GBP5.6m) is included
in trade and other receivables in respect of amounts outstanding as
at 31 December 2013. During the year the Group made purchases from
GTCEISU Construcción, S.A. with a total value of GBPnil (2012:
GBP2.0m). An amount of GBPnil (2012: GBP1.0m) is included in trade
and other payables in respect of amounts outstanding as at 31
December 2013.
Related party transactions were made on an arms-length basis and
no guarantees have been given or received.
The remuneration of the Directors, who are the key management
personnel and related parties of the Group, is set out below:
2013 2012
Key management personnel compensation comprised: GBPm GBPm
-------------------------------------------------- ----- -----
Short-term employee benefits 3.4 3.4
Post-employment benefits 0.1 0.3
Share-based payments 1.0 0.8
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4.5 4.5
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10. Post balance sheet events
There were no material post balance sheet events between the
balance sheet date and the date of this report.
[1] 2013 results stated before exceptional items of GBP22.1m,
before tax. These are non-trading items relating to acquisitions
and comprise GBP6.7m of amortisation of acquired intangible assets;
GBP5.9m of acquisition costs; GBP6.0m of contingent consideration
and payments; GBP3.1m of goodwill impairments; and GBP0.4m of
exceptional finance costs.
[2] Net debt represents total loans and borrowings less cash and
short-term deposits.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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