NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS – NOTE 18

      2016
R’000		   2015
R’000		  
18. SHARE CAPITAL        
  18.1 AUTHORISED        
    Ordinary Share Capital        
    250 000 000 ordinary shares of 10 cents each 25 000   25 000  
    19 458 196 A shares of 10 cents each –   1 946  
    6 486 065 B shares of 10 cents each –   649  
  18.2 ISSUED        
    Ordinary Share Capital        
    Opening balance of 168 885 185 ordinary shares (2015: 168 788 585) of 10 cents each 16 888   16 878  
    Issue of 6 700 ordinary shares of 10 cents each (2015: 96 600 shares) 1   10  
    Movement of treasury shares 258   –  
      17 147   16 888  
   

6 700 (2015: 96 600) ordinary shares were issued, in various tranches during the year, to meet the obligations of the Adcock Ingram Holdings Limited Employees Share Trust (2008).

The terms and conditions of the A and B ordinary shares were:

A and B ordinary shares ranked pari passu with the ordinary shares, save that:
(i) these A and B ordinary shareholders could not participate in any special dividends declared or paid by the Company, unless the respective notional outstanding loan balances had become zero at any time prior to the respective release dates, in which event these A and B ordinary shares could be entitled to participate in all special dividends declared or paid by the Company;
(ii) A and B ordinary shares would remain certificated and would not be listed on any stock exchange;
(iii) for so long as the ordinary shares were listed on the JSE, the rights attaching to these A and B ordinary shares could not be amended in any material respect without the prior written approval of the JSE; and
(iv) these terms and conditions could only be amended as prescribed by sections 43 and 44 of the Memorandum of Incorporation of the Company.
  18.3 TREASURY SHARES
  Number of shares
Shares held by the BEE Participants        
– number of A shares –   19 458 196  
– number of B shares –   6 486 065  
– number of ordinary shares –   2 571 000  
Shares held by Group company        
– number of ordinary shares 4 285 163   4 285 163  
  4 285 163      

As required by IFRS, both Blue Falcon Trading 69 Proprietary Limited and the Mpho ea Bophelo Trust were consolidated into the Group’s annual financial statements and all A, B and ordinary shares held by them were accounted for as treasury shares in the prior year.

The modified BEE structure was implemented in July 2015. As part of the modification of the old BEE scheme, the A and B shares were repurchased by the Company for a nominal amount of R100 and cancelled. Refer to Annexure B for full details on the modified scheme.

Shares bought back and held by a Group company are also regarded as treasury shares.
      Number of shares
  18.4 RECONCILIATION OF ISSUED SHARES        
    Number of shares in issu 175 748 048     201 685 609    
    Number of A and B shares held by the BEE participants –     (25 944 261)   
    Number of ordinary shares held by the BEE participants –     (2 571 000)   
    Number of ordinary shares held by the Group company (4 285 163)    (4 285 163)   
       171 462 885     168 885 185   
   

Unissued shares

In terms of the Companies Act, the unissued shares are under the control of the directors. Accordingly, the directors are authorised to allot and issue them on such terms and conditions and at such times as they deem fit but subject to the provisions of the Companies Act.

The Group has a share incentive trust in terms of which shares were issued and share options were granted. Refer to Annexure B. As required by IFRS and the JSE Limited, the share incentive trust is consolidated into the Group’s annual financial statements.

NOTES TO THE GROUP ANNUAL FINANCIAL STATEMENTS – NOTE 18