XML 54 R17.htm IDEA: XBRL DOCUMENT v3.8.0.1
Share Capital and Share Premium
12 Months Ended
Dec. 31, 2017
Disclosure Of Classes Of Share Capital [Abstract]  
Share Capital and Share Premium

11. Share capital and share premium

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

(in thousands)

 

 

 

£

 

 

£

 

 

£

 

Share capital

 

 

1,272

 

 

 

663

 

 

 

659

 

Share premium

 

 

79,236

 

 

 

42,770

 

 

 

42,574

 

 

 

 

80,508

 

 

 

43,433

 

 

 

43,233

 

 

 

 

Number

 

 

Number

 

 

Number

 

 

 

(in thousands)

 

Issued share capital comprises:

 

 

 

 

 

 

 

 

 

 

 

 

Ordinary shares of £0.04 each (2016 and 2015: £0.01

   each)

 

 

31,811

 

 

 

6,239

 

 

 

6,156

 

Founder ordinary 1 shares of £0.01 each

 

 

 

 

 

1,000

 

 

 

1,000

 

Founder ordinary 2 shares of £0.01 each

 

 

 

 

 

1,000

 

 

 

1,000

 

Series A shares of £0.01 each

 

 

 

 

 

7,483

 

 

 

7,483

 

Series B shares of £0.001 each

 

 

 

 

 

8,463

 

 

 

8,463

 

 

 

 

31,811

 

 

 

24,185

 

 

 

24,102

 

 

The table above does not total due to rounding.

In order to facilitate the Company being re-registered as a public company, the directors of the Company signed a solvency statement on June 29, 2017 with the agreement of the shareholders and undertook a capital reduction reducing its share premium by £42.5 million, which was credited to the Company’s capital reserve.

On September 14, 2017, the Company completed a one-for-four reverse share split and an associated bonus allotment of shares to take into account fractional entitlements. This had the effect of consolidating every four ordinary shares of £0.01 to one ordinary share of £0.04, every four founder ordinary 1 shares of £0.01 to one founder ordinary 1 share of £0.04, every four founder ordinary 2 shares of £0.01 to one founder ordinary 2 share of £0.04, every four series A shares of £0.01 to one series A share of £0.04 and every four series B shares of £0.001 to one series B share of £0.004.

Following the one-for-four reverse share split, for the purpose of facilitating a conversion of each Series B share (nominal value £0.004 per share), into an ordinary share (nominal value £0.04 per share), the company allotted to holders of Series B shares an additional nine Series B shares for each Series B share held. Subjected to and conditional upon this allotment, every 10 Series B shares of £0.004 were consolidated into a single Series B share of £0.04. Each Series B share of £0.04 was then automatically converted into one ordinary share of £0.04. The company funded the allotment of these additional shares with reserves that were standing to the credit of the share premium account. The impact of this bonus issue was £304,650.

Immediately prior to the initial public offering, all issued series A convertible participating shares, series B convertible participating shares, founder ordinary 1 shares and founder ordinary 2 shares were converted into ordinary shares on a one-for-one basis. The Company had 24,214,641 shares outstanding. This included an issue of 30,000 shares in August 2017, upon the exercise of options. On October 2, 2017, the Company completed an IPO of 7,596,505 American Depository Shares (ADSs) at a price to the public of $15.00 per ADS. Each ADS represents one ordinary share of the Company.

11. Share capital and share premium (continued)

 

 

 

Number

of shares

 

 

Share

capital

 

 

Share

premium

 

 

 

(in thousands)

 

 

 

 

 

 

 

£

 

 

£

 

Fully paid shares:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2015 and December 31, 2015

 

 

24,102

 

 

 

659

 

 

 

42,574

 

Issue of shares on exercise of options

 

 

83

 

 

 

4

 

 

 

196

 

Balance at December 31, 2016

 

 

24,185

 

 

 

663

 

 

 

42,770

 

Reduction in share premium account

 

 

 

 

 

 

 

 

(42,466

)

Exercise of share options

 

 

30

 

 

 

1

 

 

 

119

 

Bonus issue to series B

 

 

 

 

 

304

 

 

 

(304

)

Issue of share capital

 

 

7,596

 

 

 

304

 

 

 

79,530

 

IPO costs

 

 

 

 

 

 

 

 

(413

)

Balance at December 31, 2017

 

 

31,811

 

 

 

1,272

 

 

 

79,236

 

 

Ordinary shares

Prior to the re-organization of capital described above, the ordinary shares ranked equally with all other shares in issue in that on a poll every member had one vote for each ordinary share held (save for the enhanced voting rights referred to in the founder ordinary shares). The ordinary shares ranked equally with all other shares in issue in respect of any rights to any dividend distribution. The ordinary shares ranked equally with all other shares in issue in respect of any rights to any capital distribution. The ordinary shares were not redeemable.

After the re-organization of capital described above, holders of ordinary shares are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders and do not have cumulative voting rights.

Founder ordinary shares

Upon shareholder vote, the founder ordinary 1 shares and the founder ordinary 2 shares as separate classes of shares each conferred upon the holders of such classes of shares such number of votes, which equaled at least 5% of all votes exercisable by all holders of shares.

Series A shares

The series A shares ranked equally with all other shares in issue in that on a vote every member had one vote for each series A share held (save for the enhanced voting rights conferred upon the founder ordinary shares). The series A shares ranked equally with all others shares in respect of any rights to any dividend distribution. The series A shares ranked equally with all other shares in issue in respect of any rights to any capital distribution. The series A shares were not redeemable.

Series B shares

The series B shares ranked equally with all other shares in issue (save for the enhanced voting rights conferred upon the founder ordinary shares). The series B shares ranked equally with all other shares in issue in respect of any rights to any dividend distribution. The series B shares ranked equally with all other shares in respect of any rights to any capital distribution. The series B shares were not redeemable.

Capital management

For the purpose of the Company’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the Company. The purpose of the Company’s capital management is to maximize shareholder value and ensure adequate capital is available to meet the medium-term operating plan. Review of operations and commitments is key to identifying future capital management and a full review is undertaken on a quarterly basis.

No changes were made in the objectives, policies or processes for managing capital during the year ended December 31, 2017, 2016 or 2015.