7.05 Buyback paragraph omits the aggregate nominal value and gives the percentage on issued capital excluding treasury shares, not called-up capital
UK Company A · a UK-listed medical technology group · Drafting slip
In brief
The Share Buyback paragraph gives [n] ordinary shares purchased for [amount], 'approximately [n]% of [wording masked])'. It does not state the aggregate nominal value of the shares bought, and the percentage is not on the called-up share capital base the Schedule names.
The evidence, as filed
Screenshot withheld to protect the company’s identity: Annual Report 2025, page 196; Annual Report 2024, page 240; Annual Report 2025, page 195; Annual Report 2025, page 194. Their wording or layout could lead back to the company even with names and figures masked; the evidence list below records what each page shows.
What the report shows, and what the rule requires
| What the annual report shows | What the rule requires |
|---|---|
| What the annual report shows Page [n]: [n] ordinary shares, [amount], approximately [n]% of [wording masked]; nominal value only as US20 [currency units] per share. | What the rule requires Add the aggregate nominal value of the shares purchased and state the percentage of called-up share capital (treasury shares included). |
What we checked: Directors' Report pages 194-196 and note [n] read; the reason for the buyback is given on page 119 and page 25, both within pages the Directors' Report incorporates by reference.
The rule
SI 2008/410 Schedule 7 Part 2 para 9(a)
Version relied on: Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), in force from April 2008, as amended (the directors’ remuneration report Schedule 8 as substituted from October 2013); revised text, legislation.gov.uk
The directors' report for a financial year must state- (a) the number and nominal value of the shares so purchased, the aggregate amount of the consideration paid by the company for such shares and the reasons for their purchase;
SI 2008/410 Schedule 7 Part 2 para 9(d)-(e)
Version relied on: Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), in force from April 2008, as amended (the directors’ remuneration report Schedule 8 as substituted from October 2013); revised text, legislation.gov.uk
where the number and nominal value of the shares of any particular description are stated in pursuance of any of the preceding sub-paragraphs, the percentage of the called-up share capital which shares of that description represent;
Why it matters
None beyond presentation: the statutory form of the disclosure is incomplete.
Exposure
No sanction: a drafting point to correct in the next Directors' Report.
Our workings
Schedule 7 Part 2 asks the Directors' Report to state the number and nominal value of shares purchased and the percentage of called-up share capital they represent. The paragraph gives the number and the consideration, and the same page states [wording masked] US20 [currency units] each, but not the aggregate nominal value; the percentage is expressed on issued capital excluding treasury shares, although treasury shares remain part of called-up capital. Both are drafting points: nothing a reader needs is missing in substance.
Management’s best defence, and our reply
The company would say the nominal value of US20 [currency units] per share is printed on the same page, so the aggregate is a simple multiple, and that the percentage excluding treasury shares is clearly labelled and is the figure investors use. That is fair as to substance, which is why this is a drafting point only; the Schedule still names the aggregate nominal value and the called-up capital base.
The fix
- Add: 'The shares purchased had an aggregate nominal value of [amount] and represented [n]% of the called-up share capital at [date].'
Evidence relied on
| # | What it shows | Type | Where |
|---|---|---|---|
| 1 | Number purchased; the aggregate nominal value is not given | Document | Annual Report 2025, page 196 |
| 2 | Consideration, and a percentage on issued capital excluding treasury shares | Document | Annual Report 2025, page 196 |
| 3 | Called-up ordinary capital, treasury shares and nominal value per share | Document | Annual Report 2025, page 195 |
| 4 | The index points the own-share purchase disclosure to page 196 | Document | Annual Report 2025, page 194 |
Prepared by Pramanex from the company’s published annual reports, without the company’s involvement, to show how an annual report review reads. The company is not named, and nothing on this page is a statement about any identifiable company. Observations are not an audit, review or other assurance engagement, and not legal advice. A regulator-style question is a question, not a conclusion.
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