Shareholder information

Substantial shareholdings and control of the Company

So far as the Company is aware, it is neither directly nor indirectly owned by or controlled by one or more corporations or by any government.

As at 8 April 2008 the interests in the issued shares set out in the Substantial shareholdings table had been notified to the Company in accordance with sections 791 to 828 of the Companies Act 2006 (“2006 Act”) (including interests represented by the ADSs) and with the provisions of the Disclosure and Transparency Rules (“DTR 5”) that were brought into effect on 20 January 2007. Under the 2006 Act shareholders were obliged to notify the Company of their interests in such shares if they held 3.0% or more beneficially or 10.0% or more in the case of certain shareholders, such as investment managers. Under DTR 5 notification is based on direct or indirect control of voting rights attached to shares rather than the ‘interests in shares’ test set out in section 791. The disclosure threshold for a UK incorporated company remains the same at 3.0%, and then at each 1.0% change thereafter.

The Company’s major shareholders as listed in the Substantial shareholdings table do not have different voting rights per share than other holders of the Company’s shares.

The following shareholders had significant changes in their percentage ownership of the Company’s issued share capital since 31 January 2005. This is based on disclosure made in the accounts for each of the three years since 31 January 2005 and notification received by the Company.

  • The Capital Group Companies, Inc. had a beneficial holding of 12.97% on 6 April 2005, 11.98% on 5 April 2006 and 9.5% on 17 April 2007, and as stated in the Substantial shareholdings table, 9.62% on 8 April 2008.
  • FMR Corp. and Fidelity International Limited had a non-beneficial holding of 5.98% on 6 April 2005 and fell below 3.0% on 12 January 2006.
  • Legal & General Investment Management Limited had a beneficial holding of 3.1% on 6 April 2005, 3.1% on 5 April 2006 and, 3.1% on 17 April 2007, and as stated in the Substantial shareholdings table, 4.78% on 8 April 2008.
  • Harris Associates L.P. had a beneficial holding of 6.03% on 6 April 2005, 10.02% on 5 April 2006 and 12.0% on 17 April 2007, and as stated in the Substantial shareholdings table, 17.83% on 8 April 2008.
  • Schroder Investment Management Limited had a non-beneficial holding of below 10.0% on 10 March 2005. On 17 April 2007 they had a non-beneficial holding of 6.4% and fell below 3% on 5 February 2008.
  • Aviva plc and Morley Fund Management Limited had a beneficial holding of 3.12% on 6 April 2005 and fell below 3.0% on 24 May 2005.
  • Lloyds TSB Group Plc had a beneficial holding of 3.11% on 6 April 2005, 3.94% on 5 April 2006 and fell below 3.0% on 24 October 2006.
  • Sprucegrove Investment Management Ltd had a non-beneficial holding of 3.1% on 5 December 2005, 3.1% on 5 April 2006 and 4.2% on 17 April 2007, and as stated in the Substantial shareholdings table, 6.68% on 8 April 2008.
  • Baillie Gifford & Co had a beneficial holding of 5.9% on 17 April 2007 and fell below 3% on 28 November 2007.

Substantial shareholdings notified to the Company up to 8 April 2008
  Number of
shares
Percentage of
issued shares at
date of
notification
Harris Associates L.P. 304,120,059 17.83
The Capital Group Companies, Inc.(1) 164,074,935 9.62
Sprucegrove Investment Management Ltd 113,896,205 6.68
Artisan Partners Limited Partnership 90,107,086 5.28
BriTel Fund Trustees Ltd 85,667,185 5.02
Legal & General Investment Management Limited 81,535,937 4.78
Sanderson Asset Management Ltd 71,694,426 4.20
First Pacific Advisors LLC 70,896,000 4.16

(1)Includes interest of Capital International Limited in 110,536,439 of such shares, notified on their behalf by the Capital Group Companies, Inc.


  • BriTel Fund Trustees Ltd had a beneficial holding of 3.10% on 6 October 2006 3.7% on 17 April 2007, and as stated in the table above, 5.02% on 8 April 2008.
  • Artisan Partners Limited Partnership had a non-beneficial holding of 5.28% on 8 April 2008, as stated in the table above.
  • Sanderson Asset Management Limited had a non-beneficial holding of 4.20% on 8 April 2008, as stated in the table above.
  • First Pacific Advisors LLC had a beneficial holding of 4.16% on 8 April 2008, as stated in the table above.

At 8 April 2008, the total amount of the Company’s voting securities owned by directors of the Company as a group was 1,771,323 all of which securities were shares.

The Company does not know of any arrangement the operation of which might result in a change of control of the Company.