19. Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Own shares held through an ESOP trust are recorded at cost, including any directly attributable incremental costs (net of income taxes), and are deducted from equity attributable to the Company's equity holders until the shares are transferred to employees or sold. Where such shares are subsequently sold, any consideration received, net of any directly attributable incremental transaction costs and the related tax effects, is included in equity attributable to the Company's equity holders.

Contracts entered into with a third party to buy back the Company's shares during a close period give rise to an obligation for the Group. This obligation is included in trade and other payables and deducted from equity on the balance sheet for the value of the maximum number of shares that may be purchased under the contract with the third party. If the number of shares repurchased by the third party is not the maximum then there is a reversal through equity for that amount. Any changes in the share price from the date of the contract are taken through the income statement.

	2009			2008
	Number	$m		Number	$m
Authorised	2,362,500,000	81		2,362,500,000	81
Allotted and fully paid	Number	$m		Number	$m
As at 1 April	1,715,269,486	59		1,880,067,290	57
Issue of shares:
Employee share awards/options	5,650,788	-		9,664,534	-
Exchangeable bonds	-	-		116,366,171	3
Shares issued in business combinations	17,523,209	1		-	-
Share consolidation	-	-		(244,968,490)	-
Purchase and cancellation of own shares	(30,546,992)	(1)		(45,860,019)	(1)
As at 31 March	1,707,896,491	59		1,715,269,486	59

Ordinary shares have a par value of 3³/₇ US cents per share (2008: 33/7 US cents per share). All issued shares are fully paid.

There remain outstanding at 31 March 2009, options to acquire 3,704,307 (2008: 4,773,520) ordinary shares granted under the Executive Share Option Scheme 2001, options to acquire 839,522 (2008: 1,430,229 ) ordinary shares granted under the Inland Revenue approved sharesave scheme and options to acquire 55,420 (2008: 64,256 ) ordinary shares granted under the US Internal Revenue Code qualifying Employee Stock Purchase Plan, enabling certain directors and members of staff to acquire ordinary shares between 2008 and 2017, at prices ranging from $2.65 to $8.85.

During the year, the Company repurchased 30,546,992 (2008: 45,860,019) ordinary shares at a total cost of $280 million (2008: $520 million). These repurchased ordinary shares were treated as cancelled upon delivery to the Company.

During the year ended 31 March 2008, the remaining 247,860 of the Group's exchangeable bonds were converted into 116,366,171 ordinary shares.

In addition to the ordinary shares, as part of the return of cash to shareholders following the sale of the brokerage business, on 26 November 2007, the Company issued 916,298,711 B shares and 1,043,449,209 C shares out of equity. The B shares were created by reducing the merger reserve by $722 million and share premium by $561 million. The B shares are classified for accounting purposes as a liability instrument and are included in trade and other payables (see Note 17). The C shares were created out of share premium. Of the issued B shares, 868,609,694 were cancelled upon payment of cash to shareholders and $1,216 million was transferred from revenue reserves to capital reserves to maintain the share capital. During the year ended 31 March 2009 the remaining 47,689,017 B shares were cancelled on payment of cash to shareholders and $67 million was transferred from revenue reserves to capital reserves to maintain the share capital. Subsequent to the payments to shareholders from the C shares, all the outstanding C shares were deferred and have no further rights, and are expected to be repurchased for 1 US cent and cancelled in December 2009.

Following shareholder approval at an EGM held on 23 November 2007 and the fulfilment of all conditions, each ordinary share of 3 US cents was consolidated on a seven for eight basis, effective on 26 November 2007. Following this share consolidation, shareholders maintained the same percentage interest in the issued share capital as before and rights attaching to the ordinary shares remain unaffected.

On 29 July 2004, 50,000 unlisted deferred sterling shares with a par value of £1 per share were issued. These shares are necessary to continue to comply with Section 118 of the Companies Act 1985, following the redenomination of the ordinary share capital into ordinary shares of 18 US cents each on that date. The deferred sterling shares have no rights to participate in the profits of the Company, no rights to attend, speak or vote at any general meeting and no right to participate in any distribution in a winding up except for a return of the nominal value of the shares after the return on the nominal amount paid up on every other class of share and the distribution of £100,000,000,000 to every other holder of every other class of share. It is intended that these shares will always be held by a director of the Company.