Capital structure

The  British Empire Trust plc (“British Empire”)’s capital structure comprises Ordinary Shares and Debenture Stock.

Ordinary Shares

At 30 September 2015 there were 160,014,089 (2014: 160,080,089) Ordinary Shares of 10p each in issue, of which 25,750,878(2014: 16,419,217) were held in treasury and therefore the total voting rights attaching to Ordinary Shares in issue are 134,263,211.

Income Entitlement:
The profits of British Empire (including accumulated revenue reserves) available for dividend and resolved to be distributed shall be paid by way of interim, final and (where applicable) special dividends among the holders of Ordinary Shares, subject to the payment of interest to the holders of Debenture Stock and Index Stock.

Capital entitlement:
After meeting the liabilities of British Empire and the amounts due to Debenture on a winding up, the surplus assets shall be paid to the holders of Ordinary Shares and distributed among such holders rateably according to the amounts paid up or credited as paid up on their shares.

Voting entitlement:
Each Ordinary Shareholder is entitled to one vote on a show of hands and, on a poll, to one vote for every Ordinary Share held.

The Notice of Meeting and Form of Proxy stipulate the deadlines for the valid exercise of voting rights and, other than with regard to Directors not being permitted to vote their shares on matters in which they have an interest, there are no restrictions on the voting rights of Ordinary Shares.

Transfers:
There are no restrictions on the transfer of Ordinary Shares except for dealings which would or could constitute insider dealing or, in the case of Directors and Persons Discharging Managerial Responsibilities, would otherwise be prohibited under the UKLA Listing Rules.

British Empire is not aware of any agreements between Shareholders nor any agreements or arrangements with Shareholders which would change in the event of a change of control of British Empire.

Debenture Stock

At 30 September 2015 there was in issue £15,000,000 (2013: £15,000,000) 8 1/8 percent Debenture Stock 2023, repayable on 2 July 2023.

Income entitlement:
Holders of the Debenture Stock are entitled to interest paid half-yearly at the rate of 8 1/8 per cent per annum.

Capital entitlement:
The Stockholders are entitled to a repayment of principal and outstanding interest on the redemption date or, if earlier, on the occurrence of an event of default. The Debenture Stock is secured by a floating charge on all the assets of British Empire. If British Empire is liquidated the Debenture Stock is redeemable by British Empire at a price which is the higher of par and is equal to the Gross Redemption Yield at 3 p.m. on that date of the 8 3/4 per cent Treasury Stock 2017 or such other government stock as the Trustees, upon advice, may agree, together with interest accrued up to and including the date of redemption. Had British Empire been liquidated on 30 September 2015, the redemption payment would have amounted to £4.3 million over and above the mid-market price.

The mid-market prices of the 8 1/8 per cent Debenture Stock 2023 as at 30 September 2015 was 128.50p (2014: 123.50p).

Voting entitlement:
The holders of Debenture Stock have no right to attend or to vote at the general meetings of British Empire.