Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Share Capital and Reserves
As at 27 November 2016, the number of ordinary shares available for issue under the Block Listing Facilities was 13,318,184 (2015: 14,620,308). These ordinary shares will only be issued and allotted when the shares under the relevant share incentive plan have vested or the share options under the Group's executive share ownership scheme and non-employee share options and Sharesave schemes have been exercised. They are therefore not included in the total number of ordinary shares outstanding below.
The movements in the called up share capital and share premium accounts are set out below:
|Ordinary Shares Number of Shares|
|At 30 November 2014||620.9||12.5||255.1|
|Issues of ordinary shares||0.6||—||0.5|
|Reacquisition of interest in treasury shares||—||—||(0.8)|
|Allotted in respect of share option schemes||3.9||0.1||3.9|
|At 29 November 2015||625.4||12.6||258.7|
|Issues of ordinary shares||3.4||—||0.6|
|Disposal of treasury shares||—||—||(2.9)|
|Allotted in respect of share option schemes||0.4||—||0.5|
|At 27 November 2016||629.2||12.6||256.9|
Included in the total number of ordinary shares outstanding above are 32,830,613 (2015: 34,770,981) ordinary shares held by the Group's employee benefit trust (see Note 4.10(b)). The ordinary shares held by the trustee of the Group's employee benefit trust pursuant to the JSOS are treated as treasury shares in the Consolidated Balance Sheet in accordance with IAS 32 ''Financial Instruments: Presentation''. These ordinary shares have voting rights but these have been waived by the trustee (although the trustee may vote in respect of shares that have vested and remain in the trust). The number of allotted, called up and fully paid shares, excluding treasury shares, at the end of each period differs from that used in the basic earnings per share calculation in Note 2.9 as basic earnings per share is calculated using the weighted average number of ordinary shares in issue during the period, excluding treasury shares.
The movements in reserves other than share premium are set out below:
|Notes||Treasury Shares Reserve|
|Reverse Acquisition Reserve|
|Fair Value Reserve|
|At 30 November 2014||(51.8)||(116.2)||(0.3)|
|Movement on derivative financial instruments||4.9(b)||—||—||(0.5)|
|Disposal of treasury shares||4.9(a)||0.1||—||—|
|Reacquisition of interests in treasury shares||4.9(a)||0.8||—||—|
|At 29 November 2015||(50.9)||(116.2)||(0.8)|
|Movement on derivative financial instruments||4.9(b)||—||—||0.7|
|Translation of foreign subsidiary||—||—||0.3|
|Disposal of treasury shares||4.9(a)||2.9||—||—|
|At 27 November 2016||(48.0)||(116.2)||0.2|
(a) Treasury Shares Reserve
This reserve arose when the Group issued equity share capital under its JSOS, which is held in trust by the trustee of the Group's employee benefit trust. Treasury shares cease to be accounted for as such when they are sold outside the Group or the interest is transferred in full to the participant pursuant to the terms of the JSOS. Participant interests in unexercised shares held by participants are not included in the calculation of treasury shares; unvested interests of leavers which have been reacquired by the Group's employee benefit trust during the period are not accounted for as treasury shares. See Note 4.10(b) for more information on the JSOS.
The disposal of treasury shares in the current period relates to the utilisation of 1,915,040 JSOS interests to part-satisfy the 2013 LTIP award which vested in the period. These interests, which were held by the Employee Benefit Trust on an unallocated basis, were held at a cost of £1.50 per interest. A further 2,500,000 shares were issued at nominal value to satisfy the award. As the 2013 LTIP award was a nil cost share award, there was no consideration received from the participants in return for these interests and hence a loss on disposal of £2.9m was realised on the transaction. This loss was transferred to the share premium account on consolidation.
(b) Other Reserves
The fair value reserve comprises gains and losses on movements in the Group's cash flow hedges, which consist of commodity swaps and foreign currency hedges.
The acquisition by the Company of the entire issued share capital in 2010 of Ocado Limited was accounted for as a reverse acquisition under IFRS 3 (revised). Consequently, the previously recognised book values and assets and liabilities have been retained and the consolidated financial information for the period to 27 November 2016 has been presented as if the Company had always been the parent company of the Group.