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1. Principal accounting policies
The consolidated accounts of Signet Group plc and its subsidiary companies ("the Group") are prepared in accordance with generally accepted accounting principles in the UK ("UK GAAP"). These principles differ in certain significant respects from generally accepted accounting principles in the US ("US GAAP"). Application of US GAAP would have affected shareholders' funds and results of operations at and for the 53 weeks ended 2 February 2002, and the 52 weeks ended 27 January 2001 and 29 January 2000 to the extent summarised in estimated effect on profit for the financial period of differences between UK and US GAAP. The following accounting policies are applied consistently in dealing with items which are considered material in relation to the accounts of the Group: (a) Basis of preparation The consolidated accounts have been prepared in accordance with applicable UK accounting standards and under the UK historical cost convention as modified by the revaluation of freehold and long leasehold properties. The preparation of consolidated accounts in conformity with UK GAAP and US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated accounts comply with the following Accounting Standards
issued by the Accounting Standards Board since the previous accounts:
(b) Consolidation Under section 230(3) of the Companies Act 1985 the Company is exempt from the requirement to present its own profit and loss account. (c) Goodwill In the Company's financial statements, investments in subsidiary undertakings are stated at cost less any impairment in value. Impairment reviews are carried out to ensure goodwill and intangible assets are not carried at above their recoverable amounts. Wherever events or changes in circumstances indicate that the carrying amount may not be recoverable, the Group performs discounted cash flow analyses to compare discounted estimated future operating cash flows to the net carrying value of goodwill. Any amortisation or impairment write downs identified are charged to the profit and loss account. (d) Sales Revenue from the sale of warranties in the US, such as extended service plans, is recognised at the date of sale. Provision is made for the estimated cost of future claims arising under these service plans. (e) Cost of sales (f) Foreign currency translation (g) Depreciation and amortisation Premiums paid to acquire short leasehold properties are amortised over their lease periods (up to 25 years) while incentives received are amortised over the period to the first rent review. Depreciation on other fixed assets is provided on a straight line basis at the following annual rates: Plant, machinery and vehicles - 10%, 20%, 331/3%, (h) Stocks (i) Shares in subsidiary undertakings (j) QUEST (k) Leases Assets held under finance leases, which are leases where substantially all the risks and rewards of the asset have passed to the Group, are capitalised in the balance sheet and depreciated over their estimated useful lives. Future instalments under such leases, net of finance charges, are included within creditors. Rental payments are apportioned between the finance element, which is charged to the profit and loss account, and the capital element which reduces the outstanding obligation for future instalments. (l) Deferred taxation Deferred taxation is provided on a full provision basis, without discounting, on all timing differences which have arisen but not reversed at the balance sheet date. Except where otherwise required by UK Accounting Standards no timing differences are recognised in respect of:
(m) Pension schemes Differences between the amounts charged in the profit and loss account and payments to pension plans are treated as assets or liabilities. Deferred tax is accounted for on those assets and liabilities. (n) Net interest payable and similar charges (o) Liquid resources
The Group's results derive from one business segment - the retailing of jewellery, watches and gifts. The Group is managed as two operating segments, being the US and UK divisions.
The business is managed by the divisional executive committees in the UK and the US which report through the Group Chief Executive to the Group Board. Each divisional executive committee is responsible for operating decisions within guidelines set by the Group Board. 3. Net interest payable and similar charges
4. Profit on ordinary activities before taxation
Non-audit fees for the year ended 29 January 2000 were primarily for tax advice. 5. Foreign currency translation
The effect of translation on foreign currency borrowings less deposits in the period was to increase the Group's net borrowings by £5.3 million (2001: £18.3 million increase, 2000: £1.5 million increase). The net effect of exchange rate movements on foreign currency investments (excluding goodwill) and foreign currency borrowings less deposits in the period was a gain of £15.1 million (2001: £31.8 million gain, 2000: £3.3 million gain). This amount has been taken to reserves in accordance with SSAP 20.
The interim dividend was paid on 9 November 2001. Subject to shareholder approval, the proposed final dividend is to be paid on 5 July 2002 to those shareholders on the register of members at close of business on 7 June 2002. Signet Group QUEST Limited, the trustee of the Signet Group Qualifying Employee Share Ownership Trust, has waived its right to participate in any dividends declared by the Company in respect of shares held by it in the Company. The interim dividend paid on 9 November 2001 was not paid in respect of the 3,583,642 ordinary shares then held by the trustee, nor will the final dividend or any future dividend be paid in respect of any ordinary shares held by it unless the Company shall have directed the trustee to accept any particular dividend.
The basic weighted average number of shares in issue excludes those shares held by the QUEST (see note 20).
The purchased goodwill above arose on the acquisition of Marks & Morgan on 31 July 2000. An impairment review was performed at 2 February 2002, concluding that the carrying value of £24.2m does not require an impairment adjustment.
Cost or valuation All fixed assets are stated at cost and all UK freehold and long leasehold properties are stated on the basis of their latest professional valuation. An external valuation was undertaken by NAI Gooch Webster, Chartered Surveyors, at 2 February 2002. The valuation was in accordance with the Royal Institute of Chartered Surveyors' Appraisal and Valuation Manual. Of these properties, a total of 15 were valued on an existing use basis and are stated at net realisable value and one was valued on an open market basis and is stated on that basis. Freehold properties in the consolidated balance sheet include £7.6 million of depreciable assets (2001: £7.9 million). The net book value of assets held under finance leases is £11.6 million (2001: £14.2 million).
Allowances for doubtful debts
15. Creditors: amounts falling due within one year
The weighted average interest rate on short-term borrowings at 2 February 2002 was 5.28% (27 January 2001: 6.99%). 16. Creditors: amounts falling due after more than one year
In August 2001 the Group entered into an unsecured $410 million multi-currency revolving credit facility with a syndicate of banks for a period of five years at a variable interest rate at a maximum margin of 0.85% above LIBOR. From commencement, the applicable margin has been 0.65% above LIBOR. At 2 February 2002 the amount outstanding under this facility was $nil. Commitment fees are paid on the undrawn portion of this credit facility at a rate of 50.0% of the applicable margin. The principal financial covenants on this facility are as follows:
This $410 million facility was used to repay in full the outstanding borrowings under two facilities which the Group had entered into in July 1998 ($250 million) and May 2000 ($100 million). The two facilities were cancelled in August 2001. At 27 January 2001 the amount outstanding under these facilities was $115 million. In July 1998 the Group entered into a $60 million seven year unsecured note issue with a fixed interest rate of 7.25%. This note issue is repayable in four equal annual instalments of $15 million, commencing in July 2002. The principal financial covenants on this note issue are as follows:
In the US, in November 2001, the Company refinanced its private label credit card receivables programme through a privately placed receivables securitisation. Under this securitisation, interests in the US receivables portfolio held by a trust were sold principally to institutional investors in the form of fixed-rate Class A, Class B and Class C investor certificates. The aggregate outstanding principal amount of the certificates amounted to $251 million at 2 February 2002 and were used to repay other borrowings. The certificates have a weighted average interest rate of 5.42% and interest is paid monthly in arrears from the finance charges collections generated by the receivables portfolio. The revolving period of the securitisation ends in December 2005, with a final expected principal payment date in November 2006. This securitisation replaced a previous securitisation facility of $191.5 million, which commenced repayment in December 2000 and was fully repaid in September 2001. The aggregate outstanding principal amount of the certificates of this previous securitisation approximated $153.8 million at 27 January 2001 (£105.3 million) and had a weighted average interest rate of 7.28%. Also in the US, in January 2002, the Group entered into a $70 million Conduit securitisation facility ("Conduit"). Under this securitisation, interests in the US receivables portfolio held by a trust are sold to Sheffield Receivables Corporation (a US subsidiary of Barclays Capital Inc.) in the form of an unsecured revolving variable rate certificate. The Conduit bears a margin of 0.375% above the cost of funds paid by Sheffield Receivables Corporation. Commitment fees are paid on the undrawn portion of this credit facility at a rate of 0.20%. At 2 February 2002 the amount outstanding under the Conduit was $nil. Undrawn committed borrowing facilities
In October 1999 the Group completed a sale and leaseback agreement in the US. This agreement has been treated as a finance lease in accordance with SSAP 21. The nominal interest rate is 8.44% per annum. At 2 February 2002 the interest payable on 75.0% of forecast floating rate US dollar borrowings was fixed or effectively fixed by interest rate caps (see note 26).
It was previously the Group's policy, in compliance with SSAP 15, to provide for deferred taxation where there was a reasonable probability that a liability would become payable in the foreseeable future. FRS 19 - 'Deferred Tax', which the Group has adopted this year, requires that a deferred tax liability should be provided or an asset recognised in respect of all timing differences, regardless of whether it is considered that there is a reasonable probability that such timing differences will reverse. The impact of the adoption of FRS 19 has led to an additional provision for deferred taxation of £6.2 million, which has been accounted for as a prior year adjustment charged directly to shareholders' funds. There is no material effect on the profit and loss account for the period ended 2 February 2002 or the preceding years.
The total deferred tax liability of the Group is comprised as follows:
The difference on translation in respect of deferred tax posted directly to reserves in the period ended 2 February 2002 was £nil (2001: £0.2 million gain).
19. Provisions for liabilities and charges
The provision is for onerous leases and includes the discounted cash flows of future net obligations in respect of vacant and partially vacant properties and the rental shortfall on properties which are sublet at below the current rent.
The consideration received in respect of 23.7 million for options exercised during the year, including those exercised through the QUEST and ESOT, was £8.9 million (2001: £2.0 million). The deferred shares are not listed or quoted on any stock exchange and have minimal rights rendering them effectively valueless. The deferred shares are non-equity as defined by FRS 4. The trustee of the QUEST, Signet Group QUEST Limited (a subsidiary of the Company), held 3,797,087 ordinary shares at 27 January 2001. In the year ended 2 February 2002 the trustee subscribed in cash for 1,004,499 ordinary shares at 88.75p per share on 14 December 2001 and for 915,301 ordinary shares at 101.25p per share on 10 January 2002. These subscription prices were the market prices respectively on 13 December 2001 and 9 January 2002, the last business days before the dates on which the respective terms of issue were fixed. These shares were all subscribed for in order to provide shares to satisfy the exercise of options under the Group's savings related share option scheme for UK employees. In aggregate the subscription monies amounted to £1,818,235. In the year ended 2 February 2002 the trustee transferred 5,321,359 ordinary shares to holders of savings related options pursuant to the exercise of such options. The trustee held 395,528 ordinary shares at 2 February 2002 and 268,225 ordinary shares at 10 April 2002. The aggregate market value of the shares at 2 February 2002 was £0.4 million (27 January 2001: £2.5 million). The investment in these shares is recorded as £nil in the Company's accounts. The trustee of the ESOT, Mourant & Co. Trustees Limited, did not hold any ordinary shares at 27 January 2001. In the year ended 2 February 2002 the trustee subscribed in cash for 46,243 ordinary shares at 106.50p per share on 12 January 2002 and 1,708,463 ordinary shares at 103.50p per share on 15 January 2002. These subscription prices were the market prices on 11 and 14 January 2002 respectively, the last business days before the dates on which the respective terms of issue were fixed. In aggregate the subscription monies paid by the trustee amounted to £1,817,508. These shares were all subscribed for in order to provide shares to satisfy the exercise of executive share options granted to UK employees. In the year ended 2 February 2002 the trustee transferred 1,754,706 ordinary shares to holders of executive share options pursuant to the exercise of such options. At 2 February and 10 April 2002 the trustee did not hold any ordinary shares. On various dates during the year ended 2 February 2002 a total of 16,596,308 ordinary shares were subscribed for in cash by holders of options, at prices between 21.25p and 57.00p per share. The subscription prices were the market prices at the various times at which the options were granted. The market prices on the dates of issue varied between 64.05p and 106.50p and in aggregate the subscription monies amounted to £5,273,489. Details of options in respect of ordinary shares are shown in note 27.
The revaluation reserve represents the unrealised surplus arising from revaluing freehold and long leasehold properties. Exchange losses of £1.1 million (2001: £4.5 million) on foreign currency loans have been offset in reserves against exchange movements on the net investment in overseas subsidiary undertakings. Following the 1997 capital reduction (see Shareholder information), the holding company, Signet Group plc, is permitted to make distributions (including dividends, share buy-backs and other transactions classed as distributions) out of profits earned after 2 August 1997, the end of its 1997/98 half year. The undertakings given to the High Court at the time of the capital reduction included the requirement that the Company transfer to a new special reserve any dividend paid by a subsidiary from profits earned prior to that date. The new special reserve is, for as long as the Company is a public company, treated as a non-distributable reserve for the purposes of section 264 of the Companies Act 1985. In accordance with undertakings given by the Company to the High Court in connection with previous reductions of share premium account, an earlier special reserve is available to write-off existing goodwill resulting from acquisitions and otherwise only for purposes permitted in the case of the share premium account. Under English law, dividends can only be paid out of profits available for distribution (generally defined as accumulated realised profits less accumulated realised losses less net unrealised losses) and not out of share capital or share premiums (generally equivalent in US terms to paid-in surplus). At 2 February 2002, after taking into account the recommended final dividend of 1.50p per ordinary share, the holding company had distributable reserves of £29.7 million (27 January 2001: £30.8 million). There are additional potentially distributable reserves held in subsidiary companies. Exchange differences arising on the retranslation of purchased goodwill have been written off against the profit and loss account reserve. This amount has been transferred to the special reserve where the initial purchased goodwill had previously been eliminated. Cumulative goodwill write-offs at underlying foreign currency amounts included in the special reserve amount to £673.7 million (2001: £660.8 million). The Group's total recognised gains and losses differ from the net profit for the period (as set out in the Group profit and loss account) in respect of foreign currency translation adjustments amounting to an aggregate gain of £15.1 million for the period ended 2 February 2002 (2001: gain of £31.8 million, 2000: gain of £3.3 million). The foreign currency translation adjustments are set out in the statement of total recognised gains and losses. The cumulative exchange gains and losses on the translation of foreign currency financial statements into pounds sterling are set out in the table below:
The cumulative adjustments to property valuations are £6.9 million at
2 February 2002 (2001 and 2000: £4.8 million).
The Group operates one defined benefit pension scheme in the UK for all eligible employees who meet minimum age and service requirements, the Signet Group Pension Scheme (the "Group Scheme''). The assets of the Group Scheme, which is a funded scheme, are held in a separate trustee administered fund which is independently managed. The trustees of the Group Scheme during the year were Walker Boyd, John Gillum, John Hartwright and Law Debenture Trust Corporation p.l.c (independent trustee). Contributions to the Group Scheme, which are assessed in accordance with the advice of independent qualified actuaries primarily using the projected unit method of valuation, are charged to the consolidated profit and loss account so as to spread the cost of pensions over participating employees' working lives with the Group. Where appropriate, supplementary pension and life assurance for UK directors and senior executives is provided through the Signet Group Funded Unapproved Retirement Benefits Scheme. In the US the Group sponsors a defined contribution 401(k) retirement savings plan for all eligible employees who meet minimum age and service requirements. The assets of this plan are held in a separate trust managed by KeyBank and under it, the Group matches 25% of up to the first 6% of employee elective salary deferrals. The Group has also established, in the US, an unfunded nonqualified deferred compensation plan which permits certain management employees to elect annually to defer all or a portion of their remuneration and earn a guaranteed interest rate on the deferred amounts. The plan also provides for a Group matching contribution based on each participant's annual remuneration deferral. In connection with this plan, the Group has invested in trust owned life insurance policies. The most recent actuarial investigation of the Group Scheme was at 5 April 2001 and its results form the basis of the SSAP 24 accounting in 2001/2 in relation to the Group Scheme. The principal actuarial assumptions adopted in the investigation were that the investment returns before and after retirement would be 6% per annum and 5% per annum respectively, that the increases in pensionable earnings would be 3.85% per annum and that the increases in present and future pensions in payment for the majority of members would be 2.35% per annum. The market value of the Group Scheme's assets was sufficient to cover 137% of the benefits that had accrued to members at the valuation date, after allowing for expected future increases in earnings and pensions. The market value of the Group Scheme's assets at 5 April 2001 was £114.7 million. In view of the excess of the market value of the Group Scheme's assets over the value of the Group Scheme's accrued liabilities of approximately £30.7 million, the Group Scheme's actuary has recommended that the participating employers continue to pay no contributions to the Group Scheme until the position is reviewed at the next actuarial valuation. In accordance with SSAP 24, previous valuation surpluses arising from the Group Scheme have been included in the consolidated balance sheet as a prepayment and amortised to the consolidated profit and loss account. At 2 February 2002 the resulting prepayment amounted to £19.1 million. The surplus revealed by the results of the April 2001 investigation (adjusted for the prepayment), would normally be credited to the consolidated profit and loss account over 14 years, being the estimated remaining service lives of the current members of the Group Scheme as calculated in accordance with the guidelines of the UK Institute of Actuaries. Since the last actuarial valuation, the application of SSAP 24 would have given rise to a credit to the consolidated profit and loss account. The Board does not, however, consider it appropriate to increase the pension prepayments held on the balance sheet.
FRS 17 disclosure The Group operates a defined benefit scheme in the UK. A full actuarial valuation was carried out at 5 April 2000 and updated to 2 February 2002 by a qualified independent actuary. The financial assumptions used by the actuary to calculate the Group Scheme liabilities were:
The assets in the Group Scheme and the expected rates of return (net of administration expenses) were:
If the above pension asset was recognised in the financial statements, the Group's net assets and profit and loss reserve would be as follows:
The Group occupies certain properties and holds plant, machinery and vehicles under operating leases. The property leases usually include renewal options and escalation clauses and in the US generally provide for contingent rentals based on a percentage of lease defined revenues. The minimum payments in respect of operating leases for the 52 weeks to 1 February 2003 to which the Group was committed as at 2 February 2002 were as follows:
The future minimum payments for operating leases having initial or non-cancellable terms in excess of one year are as follows:
Capital commitments at 2 February 2002 for which no provision has been made in these consolidated accounts were as follows:
The Group is not party to any legal proceedings considered to be material to profit, financial position or cash flow including any bankruptcy, receivership or similar proceedings involving the Group or any of its significant subsidiaries. No director, officer or affiliate of the Group or any associate of any such director, officer or affiliate has been a party adverse to the Group or any of its subsidiaries or has a material interest adverse to the Group or any of its subsidiaries. The Group has assigned or sub-let UK property leases in the normal course of business. Should the assignees or sub-tenants fail to fulfil any obligations in respect of these leases, the Group may be liable for those defaults. The number of such claims arising to date has been small, and the liability, which is charged to the profit and loss account as it arises, has not been material. The Group's US operation gives its customers the option of purchasing a lifetime service plan on most of the products sold. Such service plans cover the costs of repair, subject to certain terms and conditions. An accrual has been made to cover the cost of future expected claims under plans sold up to the balance sheet date.
25. Notes to the consolidated cash flow statement (a) Reconciliation of operating profit to operating cash flow
(b) Analysis of net debt
The Group has entered into various interest rate protection agreements, particularly interest rate caps and floors, in order to limit the impact of movements in interest rates on its borrowings. It is the policy of the Group to enter into interest rate protection agreements on at least 75% of its US dollar borrowings. The Group does not hold or issue derivative financial instruments for trading purposes. Details of borrowings are shown in note 16. The Group also enters into the forward purchase of foreign currencies, principally the US dollar and the Euro, in order to limit the impact of movements in foreign exchange rates on its forecast foreign currency purchases. It is the policy of the Group to ensure that identified foreign currency exposures are hedged to the following levels: 100% - for exposures of less than three months; Fair value of financial instruments These financial instruments involve varying degrees of off-balance sheet market risk whereby changes in interest rates, foreign currency exchange rates or market values of the underlying financial instruments may result in changes in the value of the financial instrument. The Group is exposed to credit-related losses in the event of non-performance by counterparties to financial instruments. It is the policy of the Group only to transact such financial instruments with financial institutions rated 'A' or higher, to ensure that the potential for credit-related losses is minimised. Concentrations of credit risk exist due to the Group operating customer receivables programmes in the US as part of its trading strategy. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgement, and therefore cannot be determined precisely. Changes in assumptions could significantly affect the estimates. The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value: Interest rate protection agreements Forward purchases of foreign currencies Cash at bank and in hand, and trade accounts payable The carrying amount is considered to approximate to fair value because of the short maturity of these instruments. Accounts receivable Accounts receivable primarily represent credit card receivables. The carrying value of credit card receivables is considered to approximate to fair value because of their short-term nature and the interest rates being used approximating current market origination rates. Other accounts receivables' carrying amounts are considered to approximate to fair value because of the short maturity of these instruments. Debt The fair value of the Group's debt is considered to approximate to carrying value at 2 February 2002 since the rates associated with the debt at that time are consistent with the facilities agreements entered into in August 2001 and January 2002. The rates in the facilities agreements are deemed to be current market rates. Currency profile The Group's net debt includes the following balances denominated in foreign currency:
At 2 February 2002 the Group was a party to the following interest rate protection agreements:
At 2 February 2002 options in respect of 43,043,627 ordinary shares were outstanding (including 13,837,203 for directors and officers of the Group) under the Company's executive share option schemes and Sharesave Schemes as follows:
The Company's share option schemes comprise two UK executive share option schemes (the "1983 Scheme" and the "1993 Scheme"), an executive share option plan for residents of the US (the "US Plan", together with the 1983 Scheme and the 1993 Scheme the "Executive Share Option Schemes"), a savings related share option scheme for the UK employees (the "Sharesave Scheme"), a US Section 423 Plan (the "Employee Stock Savings Plan") and a savings related share option scheme for employees in the Republic of Ireland (the "Irish Sharesave Scheme"), together the "Sharesave Schemes". The 1993 Scheme was established to replace the 1983 Scheme and the US Plan. Options granted under the Executive Share Option Schemes are generally only exercisable between three and ten years from the date of grant. Performance conditions were attached to the executive options granted in and since 1993. Options granted under the Sharesave Scheme and the Irish Sharesave Scheme are generally only exercisable between 36 and 42 months of the commencement of the relevant savings contract. Options granted under the Employee Stock Savings Plan are generally only exercisable between 24 and 27 months of the grant date. During the year the outstanding options granted under the 1983 Scheme and the US Plan lapsed. Executive directors and some senior executives have also been granted awards under the Signet Group plc 2000 Long Term Incentive Plan ("2000 LTIP"). The vesting of these awards and the extent of vesting depends on the achievement of specified performance conditions. On vesting, 50% of an award is to be made in cash and the other 50% by the grant of an option to acquire ordinary shares for a nominal amount. No award has yet vested. In the event of an award vesting the number of shares to be placed under option would be calculated by dividing 50% of the value of the vested award by the middle market share price on the London Stock Exchange on the dealing day prior to the grant of the award. As the value of an award cannot be calculated until it vests, the number of shares over which options might eventually be granted is at present not known and therefore not shown in the table above. Certain provisions of all the share option schemes and the 2000 LTIP may be amended by the Board, but certain basic provisions (and in particular most of the limitations on individual participation, the numbers of ordinary shares and the percentage of ordinary share capital that may be issued thereunder) cannot be altered to the advantage of the participants except with the approval of the shareholders of the Company or in accordance with the adjustment provisions in the schemes. The following table summarises the status of rights granted under the Company's share option schemes at 29 January 2000, 27 January 2001 and 2 February 2002, and changes during the periods ended on those dates. For the reason explained above the number of ordinary shares which might be placed under option under the 2000 LTIP is not known.
Share Schemes limits The 1993 Scheme is subject to the following limits on the number of ordinary shares that may be issued:
In any ten year period not more than 10% of the issued ordinary share capital of the Company may in aggregate be issued or issuable pursuant to rights acquired under the Sharesave Schemes or any other employee share schemes adopted by the Company. 2000 LTIP limits The 2000 LTIP operates in conjunction with an employee share ownership trust ("ESOT") which may be funded by the Group to acquire shares in the Company for the purposes of meeting the Company's obligation to provide shares on the exercise of a share award made under the 2000 LTIP. The number of shares which may be issued or issuable under the 2000 LTIP or issued to the ESOT, when aggregated with any shares issued or issuable by the Company in the preceding ten years under any employee share scheme, participation in which is at the discretion of the Board, is limited to 5% of the Company's issued share capital from time to time. Such number of shares which may be issued or issuable under the 2000 LTIP or issued to the ESOT in the preceding ten years, when aggregated with all shares issued or issuable under any other employee share scheme, is limited to 10% of the Company's issued share capital from time to time. Outstanding options Certain information concerning options outstanding under the Company's share option schemes at 2 February 2002 is presented below:
Fixed share option schemes The Company had five fixed option schemes; the 1983 Scheme and the US Plan (both of which have now been superseded) and the Sharesave Schemes. A summary of the status of the Company's fixed share option schemes at 2 February 2002, 27 January 2001 and 29 January 2000 and changes during the periods ended on those dates is presented below:
The following table summarises the information about fixed share options
outstanding at 2 February 2002:
Performance-based share option schemes In addition to the 2000 LTIP, the Company has one performance-based share option scheme - the 1993 Scheme. A summary of the status of the Company's performance based share options at 2 February 2002, 27 January 2001 and 29 January 2000 and changes during the periods ended on those dates is presented below:
The following table summarises the information about performance-based share options outstanding at 2 February 2002:
28. Principal subsidiary undertakings
29. Related party transactions There are no related party transactions which require disclosure in these accounts. (a) Profit for the financial period The profit attributable to shareholders dealt with in the accounts of the Company is £29.4 million (2001: £34.7 million, 2000: £50.5 million). The profit is stated after foreign exchange gains of £1.1 million, net of tax, (2001: £3.0 million, 2000: £0.4 million) attributable to intra-group dollar balances. (b) Tangible fixed assets
Freehold properties in the consolidated balance sheet include £nil of depreciable assets (2001: £0.1 million). The net book value of freehold land and buildings on an historical cost basis would be:
(g) Reserves
(h) Commitments The Company does not occupy any property or hold any plant, machinery and vehicles under operating leases. Capital commitments at 2 February 2002 for which no provision has been made in these consolidated accounts were as follows:
(i) Contingent liabilities The Company is not party to any legal proceedings considered to be material to its profit, financial position or cash flow, including any bankruptcy, receivership or similar proceedings involving the Company or any of its significant subsidiaries. No director, officer or affiliate of the Company, or any associate of any such director, officer or affiliate has been a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. The Company has assigned or sub-let UK property leases in the normal course of business. Should the assignees or sub-tenants fail to fulfil any obligations in respect of these leases, the Company may be liable for those defaults. The number of such claims arising to date has been small, and the liability, which is charged to the profit and loss account as it arises, has not been material. (j) Investments
Principal subsidiaries are shown in note 28.
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