On 31 December 1994, 177,108,576 Cumulative Convertible Redeemable Preference Shares of 1p each ('preference shares') were issued in exchange for the then outstanding Convertible Capital Bonds issued by BICC Capital Finance Limited.
At the option of the holder, preference shares are convertible on the first day of the next calendar month following receipt of the conversion notice into new Balfour Beatty plc ordinary shares, effectively on the basis of 24.69136 ordinary shares for every 100 preference shares based on the current conversion price of 405p per ordinary share, which is subject to adjustment in certain circumstances.
Holders are entitled to a preferential dividend equivalent to a gross payment of 10.75p per preference share per annum, payable half-yearly on 1 January and 1 July.
Any preferences shares still outstanding are redeemable on 1 July 2020 at £1 each, together with any arrears of accruals of dividend, unless the holder exercises any option granted by the Company to extend the redemption date.
The maximum redemption value of all of the issued and outstanding preference shares, excluding any arrears or accruals of dividend, was £112m at 31 December 2011. The Company is entitled to convert all outstanding preference shares into ordinary shares if there are fewer than 44,281,239 preference shares in issue or if the average of the closing mid-market price for a Balfour Beatty plc ordinary share during a 30-day period exceeds 810p, subject to adjustment in certain circumstances. At 31 December 2011, there were 111,839,795 preference shares in issue.
Preference share rights
The preference shares carry no voting rights at a general meeting of the Company, except where the dividend is six months or more in arrears, or where the business of the meeting includes a resolution which directly affects the rights and privileges attached to the preference shares or a resolution for the winding-up of the Company. On a winding-up of the Company, holders are entitled to receive the sum of £1 per preference share, together with any arrears or accruals of dividend, in priority to any payment on any other class of shares.