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Annual Report & Accounts 2012 - NOTES
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H ANNUAL REPORT 2012 o l d i n g G~VC s 17. SHARE CAPITAL AND RESERVES 17.1 Share Capital On 21 May 2010 shareholders of Gaming VC Holdings S.A., approved a redomiciliation to The Isle of Man which resulted, pari passu, in shareholders receiving shares with a nominal value of €0.01 in GVC Holdings PLC. As a result of this transaction, GVC Holdings PLC acquired all the assets and liabilities of Gaming VC Holdings S.A. Arising from this transaction was the creation of a Merger Reserve. The various transfers into this reserve are shown in the Consolidated Statement of Changes in Equity, see page 23. The authorised and issued share capital is: 2012 2011 €000's €000's Authorised Ordinary shares of €0.01 each At 31 December - 40,000,000 shares 400 400 Issued, Called Up and Fully Paid Ordinary shares of €0.01 each At 31 December - 31,592,172 (2011: 31,469,095 shares)* 316 315 *The shares issued in the period were for 123,077 employee share options exercised. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. However, should the Company not be satisfied as to the true identity of the shareholders it can suspend the entitlement of those shareholders to a) vote at general meetings of the Company; and/or b) to receive dividends. 17.2 Reserves Share Share Merger Retained Capital Premium Reserve Earnings Total €000's €000's €000's €000's €000's At 1 January 2012 315 416 40,407 16,036 57,174 Result for the year - - - 9,236 9,236 Dividends paid - - - (8,214) (8,214) Share option charge - - - 568 568 Lapsed share options - - - (489) (489) Share options exercised 1 195 - - 196 At 31 December 2012 316 611 40,407 17,137 58,471 The 'Merger reserve' arose on the re-domiciliation of the Group from Luxembourg to The Isle of Man. It consists of the pre-redomiciliation reserves of the Luxembourg company plus the difference in the issued share capital (31,135,762 share at €0.01 versus 31,135,762 shares at €1.24). The Group's capital management objectives are to ensure its ability to continue as a going concern and to provide an adequate return to shareholders and benefits to other stakeholders by pricing services commensurately with the level of risk, and maintaining an optimal capital structure to reduce the cost of capital. The Group desires to pay not less than 75% of its net operating cashflows to shareholders by way of dividends. In order to maintain or adjust the capital structure, the Company may issue new shares, return capital to shareholders, limit the amount of dividends paid, or sell assets. Total equity employed at 31 December 2012 was €58.5 million (2011: €57.2 million). 46 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued for the year ended 31 December 2012