What do I do if my personal details have changed?
What should I do with my share certificate(s)?
These are very important documents and are proof of your shareholding. They should be kept in a safe place. You will need them to sell/transfer some or all or your shares.
I have lost/misplaced my share certificate. Can I get a new one?
In most cases there is a charge to replace share certificates so we advise that you ensure you have looked thoroughly before requesting a new one.
for further information on requesting new certificates and the associated fees.
I have more than one share certificate. Can they be combined?
If you have several Marks & Spencer share certificates we can combine these into one for you. Please send them to our registrar, Equiniti, together with a covering letter. There is no charge to private shareholders for this service. When sending your certificates you may prefer to send them by special delivery for added security.
Why didn't I get my dividend tax voucher?
Shareholders who receive dividends direct into their bank account will receive a consolidated tax voucher in January giving details of both dividends paid during the tax year. We are able to send a tax voucher with the July payment if required, however this is not standard practice and shareholders need to notify the registrar if they require this.
Why do I receive duplicate documents?
If you have more than one account on the share register you are likely to receive documentation for each account. These can be combined for you free of charge. Please write to our registrar, Equiniti.
What do I do if a shareholder has passed away?
If you are administering an estate, you may need to transfer shares into the names of beneficiaries or sell the holding. The first step is to write to our registrar telling them what you are going to do. They will then place a temporary marker on the register to ensure that wherever possible, they do not issue further dividend payments or other correspondence in the shareholder's name. They will also send you the forms that you will need to complete.
Where can I get a copy of the Annual report or Summary financial statements?
Our Annual report and Summary financial statements can be viewed online or down loaded in PDF format for printing.
Although we encourage online viewing of these documents, a copy can be obtained by calling 0800 591 697.
Who are Equiniti?
On 1st October 2007 Lloyds TSB Registrars, our registrars for over 10 years, were acquired by the private equity company Advent International. Other than ownership, the only other major change that this brought about was that the business was renamed 'Equiniti' – all staff, systems and procedures remained as before with the business staying in the same location in Worthing, West Sussex.
More frequently asked questions
For further frequently asked questions on a variety of topics please go to our registrars website. To view this click here.
What are the Shareholder Vouchers?
The vouchers are sent annually to all shareholders whose names appear on the share register on the dividend record date. The 2014-2015 offer consists of one 10% off voucher (valid 1 to 15 February 2015), one 'M&S Cafe' voucher and a selection of spend & save vouchers. With the exception of the 10% off voucher, the offers are valid from 1 February to 31 March 2015.
For shareholders in the UK, all vouchers except the 'M&S Cafe' voucher are redeemable in store or online at marksandspencer.com
For shareholders in Ireland, the 'M&S Cafe' and Food vouchers are not redeemable online, however the 10% off and Home vouchers can be redeemed at marksandspencer.ie
For shareholders in mainland Europe who now receive their vouchers in Euros, the 'M&S Cafe' and Food vouchers are not redeemable online, however the 10% off and Home vouchers can be redeemed at marksandspencer.eu.
When will the Shareholder Vouchers be sent?
The vouchers are mailed with the January dividend payment to shareholders on the register of members on the dividend record date (14 November 2014 for next distribution).
Do you send vouchers overseas?
Yes, we do send them to overseas shareholders.
I live overseas. Where can I use my vouchers?
Shareholders living in countries served by our European website, marksandspencer.eu, can use their vouchers on that website. From 2015 the vouchers can also be used in our stores in Paris and the Netherlands, however exclusions do apply and shareholders are advised to consult the terms and conditions on the rear of the vouchers for details of these.
Shareholders living outside Europe can use their vouchers online at marksandspencer.com, however are advised to consult the list of delivery destinations available on the website to ensure that we deliver to their desired location.
Why have I not received my vouchers?
If you hold shares in Marks & Spencer and have not received your shareholder vouchers, please contact our shareholder helpline on 0845 609 0810. (Please note vouchers cannot be replaced outside of the validation period)
I hold my shares in a nominee account and have not received any vouchers. Why is this?
Although we contact nominee companies annually to invite them to take part in the scheme, some choose not to participate and this may be the reason for you not receiving your vouchers.
If you believe that your nominee company have not taken part in the scheme and would like to be sent a set of vouchers, please confirm your name, address and how you hold your shares with our Registrar on 0845 609 0810 (+44 121 415 7071 outside the UK). Vouchers will then be sent to you. (Please note vouchers cannot be replaced once the validation period has expired).
Can I use the vouchers for telephone orders?
No. The vouchers can only be used against purchases in store and online (see marksandspencer.com for a list of delivery destinations).
Can the validation period be extended?
As with all temporary offers, all of the systems put in place to support the shareholder vouchers are removed following the date of expiry. Once expired, the vouchers will no longer be recognised by either our online check-out or our in-store till systems.
Although we recognise that some shareholders may not be able to take advantage of all the offers within the specified timeframes, we are not able to provide an alternative nor can we extend the validation period to suit shareholders' individual circumstances. This also applies if you receive the vouchers after an offer has expired.
Is there a cash or share alternative to the vouchers?
No. There is no cash or share alternative. The offer is to reward our shareholders as customers in our stores. This is not a capital return to shareholders.
What has the Company announced?
The Company has announced that it is to engage in an ongoing and sustainable programme of returns of capital to shareholders. This year, the Board has decided that the Company will spend up to £150m buying back its shares during the next year, initially using shareholder authority given at the AGM.
What is a share buy-back?
The Company instructs its Stockbrokers to purchase the Company’s own shares in the market, which are then cancelled. This reduces the number of shares the Company has in issue and, as a result, existing shareholders will own a larger percentage of the company than they did before. The objective is to maintain our commitment to strong capital management disciplines and a strong balance sheet position whilst ensuring that shareholders are able to share in the surplus cash generated by the Company.
Why is the Company doing this now?
M&S is currently a cash generative business. In recent years much of the cash generated by the Company has been invested in upgrading our store portfolio and infrastructure. In the last 2 years the surplus cash we have generated has enabled us to reduce our net debt by almost £400m. Now that we have largely completed our capital investment programme, we are well placed to share the surplus cash we generate with our shareholders.
How does a share buy-back work?
The objective is to create shareholder value by improving the balance sheet efficiency (debt/equity ratio) and reducing the overall weighted average cost of capital. It also increases the earnings per share and indirectly creates value for existing shareholders by increasing the percentage of the company that they own, through there being fewer shares in issue.
I’ve heard you’re returning £150m to shareholders?
We intend to return up to £150m to our shareholders by buying back a quantity of our shares in the market and cancelling them. At the current share price (£570p as at 15 May 2015), the number of shares bought back would be approximately 26 million (around 1.6% of our issued share capital). Shareholders will not receive any money directly. However, they will own a larger portion of the Company than they did before.
When do I get my money?
The buyback is an operation that the Company undertakes through its Brokers, who repurchase its shares in the open market. As such, no cash is paid directly by the Company to specific shareholders. The repurchase and cancellation of the Company’s shares reduces its total issued share capital, which in turn increases the percentage of the Company owned by individual shareholders. No money is paid to shareholders.
Why didn’t you issue a special dividend?
We are committed to maintaining a disciplined approach to capital management and, while we are keen for our shareholders to share in our success, we must ensure that our programme of returns of capital to shareholders is sustainable. We consider that an increase in the dividend of 7.4% to 11.6p in conjunction with the share buy-back is in line with this approach, balancing the interests of our various stakeholders whilst allowing the Company to retain the flexibility to continue to invest in the business.
What effect will the buy-back have on the share price?
We are not able to comment on how the share price will be affected by the share buy-back as there are many other factors that contribute to fluctuations in the share price each day. However, we would not be undertaking the buy-back if we did not feel that it would create value for shareholders.
How is the buy-back being financed / where is the £150m coming from?
The buy-back programme is being financed by the Company’s cash surplus. It is intended that this share buy-back will be the first step in an ongoing programme of returns of capital to shareholders.
Will M&S be taking on more debt to pay for the buy-back?
The buy-back will be financed using the cash surplus generated by increased profitability and decreased capital expenditure.
Doesn’t the company have anything better to use this money for?
Following the recent programme of investment, we now have a stronger, more capable business. There is still more to do and we will continue to invest in the business alongside the buy-back as a key part of our three year plan.
The ability to return this capital to shareholders is driven in part by the strong cash generation of the business that has resulted from the significant investment undertaken in recent years. The buy-back will enhance the Company’s balance sheet efficiency without constraining its future investment plans.
Is there a meeting of shareholders that I need to attend?
No. A buy-back of anything up to 10% of our shares in one year is within the routine authority sought from our shareholders annually at the AGM.
Don’t shareholders have to approve this?
Shareholders passed a resolution at the AGM in July 2014 approving a share buy back of up to 164.8m shares (10% of issued share capital).
How many shares will be bought back / are being purchased by the Company?
This will largely depend on the price paid for each share. However, shareholders gave authority for the Company to buy-back up to 10% of its issued capital (the industry norm) at the AGM in July 2014. This is 164.8m shares.
How much will be paid for these shares?
The Company will pay the market price for the shares. However, regulations state that the Company is not permitted to pay more than 105% of the average price calculated over the last five days preceding each purchase.
Will the EPS targets for the executive long-term share incentives be adjusted to take these events into consideration?
The Remuneration Committee will consider at each potential vesting of shares under the Performance Share Plan (PSP) whether there have been any events that give rise to a need to adjust performance conditions. These would include events that had a negative or positive impact on EPS. If alterations are fairly and reasonably required, the Committee can amend the performance conditions upwards or downwards. It is not possible to say in advance that a share buy-back programme will have a material impact on achievement of PSP performance conditions as it would need to be considered :
(i) in the context of other events;
(ii) against the extent of buy-back achieved in any period.
How will the buy-back be conducted?
A broker will be authorised to buy back shares in the market on the Company’s behalf.
Can I sell you my shares?
There is no mechanism in place for you to sell your shares directly back to the Company. Shareholders wishing to sell their shares will need do so through the usual channels.
What happens to the shares that are bought back?
It is our current intention to cancel shares that are bought in the market by our brokers.
Will shares be held in Treasury?
It is the current intention to cancel the shares bought back under the programme. Companies often hold shares in treasury to use for future obligations for company share schemes. M&S has sufficient arrangements in place to meet these obligations.
Will you be buying back shares during close periods?
If it is decided that the buy-back will continue during a close period we will make the necessary announcement via the London Stock Exchange (as required by Listing Rule 12.2.1R).
What is a close period?
This is a period when certain people (e.g. Directors and the company itself) are not permitted to trade in the Company’s shares.
When are your close periods?
- Q1 (AGM) Monday, at least 2 weeks before AGM, the day of the Q1 announcement
- Q2 + Half year : Monday following relevant half year end to announcement date.
- Q3 (Christmas) Monday, at least 2 weeks before Christmas, some 4 weeks before Q3 announcement
- Full year : following relevant year end to announcement date.
Monday, 22 June to Monday, 6 July 2015 (inclusive)
Monday, 28 September to Tuesday, 3 November 2015 (inclusive)
Monday, 7 December to Wednesday, 6 January 2016 (inclusive)
Thursday, 17 March to Tuesday, 17 May (inclusive)
How will shareholders be affected?
By reducing the number of shares in issue, shareholders who retain their shares will own a larger percentage of the company than they did before.
Why isn’t the money being returned straight to shareholders?
We consider that the combination of a significant increase in the dividend and share buy-back achieves the restructuring of the balance sheet and capital efficiency that is optimum for the group and balances the interests of our various stakeholders.
Were any alternatives to the buy-back discussed?
We consider that an increase in the dividend of 7.4% to 11.6p in conjunction with the share buy-back is in line with our commitment to maintain a disciplined approach to capital management, balancing the interests of our various stakeholders whilst allowing the Company to retain the flexibility to continue to invest in the business.
It is very common for companies to obtain from their shareholders the authority to buy-back shares in this way annually and to make use of such authority.
I am an M&S employee. Will I be affected by the buy-back?
The Company’s SAYE Schemes are not affected by the buy back.
How does this compare with previous corporate actions?
The company regularly reviews its capital structure to ensure efficient use of the balance sheet. Recent corporate actions were:
2007 - £593m returned through a share buy-back programme, utilising the authority granted by shareholders at the AGM in July 2007.
2004 - £2.3bn returned through a Tender offer. Some 28% of shares were bought and cancelled – the majority of participants would have been institutional investors.
2002 - £2bn returned by issuing B Shares to all shareholders valued at 70p each and consolidating the ordinary shares on a 17 for 21 basis. This reduced the share capital by 19%. The remaining B shares were redeemed in May 2006.
When did M&S last buy back shares?
Will there be further buy-backs after this?
The Company intends to operate a sustainable programme of returns of capital to shareholders. Though this is to be achieved through a share buy back this year, the Company will retain the flexibility to keep the methods to be used in future years under review.
I am unhappy about the buy-back, who do I complain to?
Please write to Marks and Spencer Group plc, Waterside House, 35 North Wharf Road, London, W2 1NW
Please mark your letter for the attention of the Group Secretary.
What is the M&S Shareholder Panel?
At the AGM in 2016, the Chairman, Robert Swannell, announced that M&S would be introducing a shareholder panel aimed at private investors. The panel will see a selection of private investors invited to M&S’s Head Office a couple of times each year to spend time with the Chairman, CEO and members of the senior management team to discuss the range of issues that matter to them as investors. It will also provide M&S with an opportunity to update attendees on our progress against our plans, and to obtain feedback from shareholders who are also some of our most loyal customers.
Details on how to apply to join the panel were included in the January mailing, alongside your dividend documentation and shareholder vouchers.
Applications to join the panel can be submitted online, via:
How to I register interest in the panel?
When do applications close?
The closing date for applications is 4 March 2017.
Why is M&S doing this now?
In 2016 we invited a number of shareholders to M&S’s Head Office for our very first Shareholder Panel, providing a platform for them to offer their views on the issues that are of most concern to them as investors, and to hear about how the Company is addressing these directly from members of the senior management team. This was hugely successful, and very well received by those who attended, and it was therefore decided to introduce a regular event and for which all registered shareholders can apply to attend.
How are attendees selected?
To ensure fairness, attendees will be selected entirely at random following closure of the registration period. Successful applicants will be notified by email and provided with further details regarding the arrangements for the panel shortly afterwards.
Can I apply to join the panel by phone?
Applications to join the panel can only be submitted online.
Who has been sent the invitation to register?
All registered Marks & Spencer shareholders and those whose shares are held in the Marks & Spencer Share Service.
There is no set minimum shareholding that you need to satisfy in order to have been sent the invitation.
What if I change my mind after registering?
If you have submitted an application online but later decide that you no longer want to be considered, you can opt out by emailing MarksandSpencerSurveyOptOut@Equiniti.com
What will the data I provide be used for?
Your data will be used for the purposes of contacting you by email should you be selected to attend the shareholder panel.
Additionally, the registration website asks if you would like your email address to be retained for the purposes of notifying you of future shareholder panels and/or any other shareholder engagement programmes. You will only be contacted about these if you indicate your consent by answering ‘yes’ to the relevant question on the site.