4.1 Share capital and premium

Accounting policies

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

4.1.1 Share capital and premium

The Company has authorised share capital of 600 million ordinary shares of 2 pence each at 27 November 2011.

At 27 November 2011, the number of ordinary shares available for issue under the Block Listing Facility were 4,352,024 (2010: 5,276,413). These ordinary shares will only become allotted when share options under the Group's ESOS and non-employee share options have been exercised, and are therefore not included in the total number of ordinary shares outstanding above.

The movements in the number of allotted, called up and fully paid ordinary and convertible preference shares and called up share capital and share premium are set out below:

NotesOrdinary
shares
Number of shares
Convertible
preference
shares
Number of shares
Ordinary
shares
£'000
Convertible
preference
shares
£'000
Share
premium
£'000
As at 8 December 2009
Issue of ordinary and convertible preference shares
185,715,900 247,474,900 204,287 272,222
Capital reduction
(200,573) (267,273)
Conversion of preference shares to ordinary shares on IPO
247,474,900 (247,474,900) 4,949 (4,949)
Issue of ordinary shares on IPO
118,968,225 2,379 211,763
Issue of ordinary shares to the Chairman on IPO
55,555 1 99
Share issue costs
(6,881)
Allotted in respect of the executive share option scheme
1,032,921 21 978
Allotted in respect of non-employee share options 4.2.1(c) 180,700 4 135
As at 28 November 2010 553,428,201 11,068 206,094
Allotted in respect of the executive share option scheme 4.2.1(a) 935,137 19 940
Allotted in respect of the joint share ownership scheme 4.2.1(b) 3,990,799 80 6,704
Allotted in respect of the
sharesave scheme
4.2.1(d) 602 1
Allotted in respect of non-employee share options 4.2.1(c) 7,400 7
As at 27 November 2011
558,362,139 11,167 213,746

Convertible preference shares were convertible into the same number of ordinary shares, either at the option of the holder or on the occurrence of certain trigger events, including a public listing. The convertible preference shares ranked pari passu with ordinary shares, with the exception that on return of assets on a liquidation, reduction of capital or otherwise, the holders of the convertible preference shares shall be entitled in respect of their preference shares (in proportion to the number of such shares held by each of them) in priority to all other shareholders, to the surplus assets of the Company remaining after payment of its liabilities, the subscription price for their preference shares together with a sum equal to any arrears of dividends declared calculated down to the date of the return of assets.

On 9 February 2010 the Company acquired the entire share capital of Ocado Limited. As a result of this transaction, the shareholders in Ocado Limited received shares in the Company in direct proportion to their original shareholdings in Ocado Limited. Shareholders were issued 100 shares in the Company for every 1 share held in Ocado Limited. The shares in the Company have a nominal value of 2 pence each.

On 16 February 2010, pursuant to an order of the Court confirming the reduction of capital of the Company, the Company's share capital was reduced by decreasing the nominal value of each ordinary and preference share issued pursuant to the Scheme of Arrangement from 110 pence to 2 pence. This created distributable reserves of £467.8 million.

On 26 July 2010 the Company's shares were admitted to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange (the "Listing"). In conjunction, the Company made an initial public offering ("IPO") of 118,968,225 new 2 pence ordinary shares at a price of 180 pence per ordinary share. Also in conjunction, 247,474,900 convertible preference shares converted to ordinary shares.

Also in the prior period, costs relating directly to the new issue of shares to the amount of £6.9 million were deducted from the share premium account. Attributable IPO costs were allocated between the share premium account and profit and loss account in proportion to the number of primary and secondary shares traded on Admission. Other costs attributable to the Listing were expensed.