188 | Just Group PLC | Annual Report and Accounts 2023
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued
23. SHARE CAPITAL AND SHARE PREMIUM The allotted, issued and fully paid ordinary share capital of Just Group plc is detailed below:
Number of £0.10 ordinary shares 1,038,702,932 1,038,702,932 1,038,537,044
Share capital £m
Share premium £m
104 104 104
95 95 95
At 1 January 2023
At 31 December 2023
At 1 January 2022
In respect of employee share schemes
165,888
–
–
At 31 December 2022
1,038,702,932
104
95
The Company does not have a limited amount of authorised share capital.
24. OTHER RESERVES
2023 £m 597 348
2022 £m 597 348
Merger reserve
Reorganisation reserve Revaluation reserve Share held by trusts
3
3
(5)
(10)
Total
943
938
The merger reserve is the result of a placing of 94,012,782 ordinary shares in 2019 and the acquisition of 100% of the equity of Partnership Assurance Group plc in 2016. The placing was achieved by the Company acquiring 100% of the equity of a limited company for consideration of the new ordinary shares issued. Accordingly, merger relief under Section 612 of the Companies Act 2006 applies, and share premium has not been recognised in respect of this issue of shares. The merger reserve recognised represents the premium over the nominal value of the shares issued.
25. TIER 1 NOTES
Year ended 31 December 2023 £m
Year ended 31 December 2022 £m
322 322
At 1 January
322 322
At 31 December
On 16 September 2021 the Group issued £325m 5.0% perpetual restricted Tier 1 contingent convertible notes, incurring issue costs of £3m. During the year, interest of £16m was paid to holders of the Tier 1 notes (2022: £17m). The Tier 1 notes bear interest on the principal amount up to 30 September 2031 (the first reset date) at the rate of 5.0% per annum, and thereafter at a fixed rate of interest reset on the first call date and on each fifth anniversary thereafter. Interest is payable on the Tier 1 notes semi-annually in arrears on 30 March and 30 September each year which commenced on 30 March 2022. The Group has the option to cancel the coupon payment at its discretion and cancellation of the coupon payment becomes mandatory upon non-compliance with the solvency capital requirement or minimum capital requirement or where the Group has insufficient distributable funds. Cancelled coupon payments do not accumulate or become payable at a later date and do not constitute a default. In the event of non-compliance with specific solvency requirements, the conversion of the Tier 1 notes into ordinary shares could be triggered. The Tier 1 notes are treated as a separate category within equity and the coupon payments are recognised outside of the profit after tax result and directly in shareholders’ equity.
Powered by FlippingBook