Please write to our registrar, Equiniti, as soon as possible.
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.
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.
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.
For further frequently asked questions on a variety of topics please go to our registrars website. To view this click here.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The buy-back will be financed using the cash surplus generated by increased profitability and decreased capital expenditure.
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.
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.
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).
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.
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.
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.
A broker will be authorised to buy back shares in the market on the Company’s behalf.
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.
It is our current intention to cancel shares that are bought in the market by our brokers.
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.
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).
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.
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.
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.
The Company’s SAYE Schemes are not affected by the buy back.
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.
Buy-back history Share Buy Back Under authority granted by shareholders at the AGM held in July 2007, the Company repurchased on the open market and subsequently cancelled a total of 136,643,168 at a cumulative cost of £592,930,230.68. Tender Offer Under authority granted by shareholders at the EGM held on 22 October 2004, the Company purchased, and subsequently cancelled, by way of Tender Offer, 635,359,116 ordinary shares at a cost of £2.3bn at a price of 362p, representing 27.9% of the issued share capital On-market buy-backs 2003/04 18,490,000 - cost of £52.9m - 0.8% issued share capital 2002/03 44,894,601 - cost of £141.7m - 2.0% issued share capital B Shares In March 2002 the new company was formed, Marks and Spencer Group plc, and we reduced the share capital through a Court-approved Scheme of Arrangement (Return of £2bn - 17 new ordinary shares and 21 B shares issued for every existing ordinary share). On-market buy backs 2001/02 21,446,162 - cost of £52.0m - 0.8% issued share capital 2000/01 10,619,272 - cost of £20.3m - 0.4% issued share capital
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.
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.
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.
M&S has for many years encouraged shareholders to have their dividends paid by direct credit rather than cheque as it is a more efficient, secure, and environmentally-friendly method of payment. Furthermore, our registrar, Equiniti, currently reissues around 12,000 payments a year to M&S shareholders who fail to cash their cheques before they expire, often incurring cheque reissue fees at the expense of the shareholder. As at June 2017, thousands of shareholders still had not cashed the cheques sent to them in respect of the previous two dividends in January 2017 and July 2016.
Direct credit is a commonly used means of payment whereby funds are transferred directly into the recipient’s bank account, rather than by providing a cheque that must subsequently be cashed. Over 147,000 investors in M&S already receive their dividend payments in this way.
Direct credit is a more secure method of payment than cheques. It is used by most large organisations to pay, for example, employees’ salaries.
With direct credit, dividends are automatically credited to your account as cleared funds on the day the dividend is paid, avoiding the delay associated with posting, depositing, and clearing cheques. It’s also safer because there is no risk of cheques being lost or stolen in transit (and the resultant cheque reissue fees). Finally, the reduction in printing, paper and postage supports the Company’s environmental objectives while also representing a cost saving.
You can have your dividends paid into any UK bank or building society account by direct credit.
Although payment by direct credit can only be made into a UK bank account, you do not have to live in the UK and the account does not have to be your own; you can nominate a friend or relative’s account if you wish. If you would rather receive payments into an overseas account, you may be able to join the Overseas Payment Service provided by M&S’s registrar, Equiniti. The service is available to over 90 countries and there is a fee, but this is often less than paying a sterling cheque into a foreign bank account. For more information, visit shareview.co.uk/info/ops.
You will be sent an annual consolidated dividend statement by post setting out details of all dividends paid to you in the previous twelve months. These statements are currently sent out in January each year. Alternatively, if you register for electronic communications at shareview.co.uk, you will be sent a notification by email on the day the dividend is paid.
If you do not provide your bank or building society account details your dividend will be held in escrow by Equiniti on your behalf. You will still receive your annual dividend statement; however, you will not receive the money until your bank details are received, after which payment will be credited to your account as soon as possible. Please note that your dividends will not accrue interest while they are being held for you and there may be a fee for Equiniti to reissue payments.
• By post: Simply complete the mandate form included with your July 2017 dividend cheque in the reply-paid envelope provided. • Online: You can provide and maintain your nominated account details via your Shareview Portfolio. Please visit shareview.co.uk for details on how to register. • By telephone: If you are a sole shareholder with 2,500 shares or fewer, you can provide your account details by calling M&S’s registrar, Equiniti, on 0345 609 0810 (from outside the UK, call +44 (0)121 415 7071). Lines are open 8:30am to 5:30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).
Instead of receiving dividend payments into your bank account, you may wish to build up your shareholding in M&S by using your dividends to purchase further M&S shares. The M&S Dividend Reinvestment Programme (‘DRIP’) is a convenient, easy and cost-effective way to do this. Visit shareview.co.uk/info/drip for more information and a DRIP application form. NOTE: If you are not eligible to join the DRIP, or you revoke your DRIP instruction, you will need to provide your bank or building society account details in order for future dividends to be paid to you.
Under the Company’s articles of association, the directors have authority to determine the method by which the Company’s dividends are paid, including by direct credit. The directors believe that this change is in the best interests of both the Company and its shareholders.
No. From July 2018, M&S will no longer pay dividends by cheque.
In July 2017, M&S announced that it would no longer provide cheques for dividend payments from July 2018. Details were set out in a letter sent with the July 2017 dividend to all shareholders receiving dividends by cheque.
If you are a member of the Shareholder Panel and unable to attend a particular meeting during the year, please notify M&S as soon as possible by responding to the email you received inviting you to the event. This will not affect your membership of the Panel and you will continue to receive invitations to Panel meetings until its membership is again refreshed for the following year.
Reasonable travel and accommodation costs incurred by panel members will be reimbursed by M&S and assistance with arranging accommodation may be available prior to each meeting. Please submit any queries regarding travel and accommodation to M&S by replying directly to the email you will receive inviting you to attend the next meeting of the Shareholder Panel.
Membership of the Shareholder Panel lasts for one financial year, from April to the following March, following which applications for membership are re-opened and a new group of shareholders is selected.
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.
For more information, please refer to the terms and conditions on the reverse of the flyer enclosed with your dividend documentation, and those available via the registration website.
As part of M&S’s ambition to become a digital-first retailer, we have taken the decision that all applications for the panel should be submitted online and all correspondence relating to panel meetings will be by email.
The online process is a simple, cost-effective, administration-light method of extending applications to as many shareholders as possible, since the vast majority of people these days have email addresses. This allows us to communicate with panel members and keep them informed of the arrangements for panel meetings more easily and far more quickly than would be possible by post.
We are not able to accept applications by post. Having a separate, postal registration process would be impractical since all correspondence with panel members in relation to upcoming meetings is by email only.
This is not a marketing circular and the company confirms that there is no breach of the Data Protection Act.
Your data will only be used for the purposes outlined in the flyer you received, and will not be used to send you marketing material.
Please note that if no longer wish to be considered for the Shareholder Panel, you opt out by contacting MarksandSpencerSurveyOptOut@Equiniti.com.
You do not need a computer to set up or receive direct credit payments. You can provide the details of your chosen bank or building society account by completing the mandate form included in your dividend stationery and returning it to Equiniti. Alternatively, if you are a sole shareholder with 2,500 shares or fewer, you can provide your account details by calling M&S’s registrar, Equiniti, on 0345 609 0810 (from outside the UK, call +44 (0)121 415 7071). Lines are open 8:30am to 5:30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).
This is a period when certain people (e.g. Directors and the company itself) are not permitted to trade in the Company’s shares.
- 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. Actual Dates 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)
M&S has previously sent a selection of Spend and Save vouchers to our shareholders each year, as part of the January dividend mailing.
However, we are undergoing a far-reaching transformation – and our ambition to become a digital first retailer is at the heart of how we are changing. This includes how we engage with our shareholders; ensuring that, as we change, we build long term shareholder relationships supported by accurate and informed communication.
As part of our digital first plan, we have stopped the distribution of paper shareholder discounts and instead we will provide a unique discount code fully redeemable online for all shareholders signed up to Shareview by 5pm 24 February 2020.
Shareview is a secure internet based platform provided by Equiniti, our registrar, that allows you to manage your shares online and set up electronic shareholder communication. To register for Shareview, please click here.
Panel members are selected at random each year to ensure fairness. The selection for 2020’s panel will take place following closure of the registration period on 29 February. Successful applicants will be notified by email and provided with further details regarding the arrangements for the panel shortly afterwards.
The closing date for applications is 29 February 2020.
You can register your interest in attending the panel by going to https://surveys.equiniti.com/s/MarksAndSpencerRegistration2020/
and entering your details, including your name, shareholder reference number, and email address, by Saturday 29 February 2020.
At the AGM in 2016, the then Chairman, Robert Swannell, announced that M&S would be introducing a shareholder panel aimed at private investors. The panel comprises a selection of private investors who are invited to M&S’s Head Office a couple of times each year to spend time with members of the senior management team and discuss a range of issues that are relevant to the business and to them as investors. It also provides M&S with an opportunity to update panel members on our progress against our plans, and to obtain their feedback.
Details on how to apply to join the panel were included in the January mailing, alongside your dividend documentation and shareholder vouchers.
The closing date for applications is 29 February 2020.