Annual Report and
Accounts 2006

Year ended 31 July 2006


28. Share capital

  Authorised Allotted
and issued
  2006 2005 2006 2005
Number of ordinary 25 pence shares (million) 800 800 598 592
Nominal value of ordinary 25 pence shares (£ million) 200 200 149 148

All the allotted and issued shares are fully paid or credited as fully paid.

Allotment of shares

From 1 August 2005 to 31 July 2006, new ordinary shares of 25 pence each in the Company have been issued as follows:

Allottees Number
of shares
Price per share
(p)
Proceeds
to the Group
£m
Purpose of issue
Various 2,318,435 251.00 – 935.85 17 Exercise of savings related share options
Various 3,235,350 349.75 – 543.00 14 Exercise of executive share options/stock appreciation rights
  5,553,785   31  
Limits on grant of options

The maximum number of shares over which options may be granted (but excluding any which lapse) under all share option schemes and the stock appreciation plan in any ten year period is 10% of the issued share capital from time to time. The number of shares over which options may be granted under all such schemes as at 31 July 2006 was 59,769,622 (2005: 59,214,243) of which 20,632,264 (2005: 15,510,090) have already been issued pursuant to options exercised in the ten year period ended on 31 July 2006.

The maximum number of shares over which options may be granted (but excluding any which lapse) under the rules of the executive share option schemes in any ten year period is 5% of the issued share capital from time to time. The number of shares over which options may be granted as at 31 July 2006 was 29,884,811 (2005: 29,607,122) of which 6,181,529 (2005: 4,886,655) have already been issued pursuant to options exercised on or before 31 July 2006.

Executive Benefit Trusts

Three Employee Benefit Trusts have been established in connection with the Wolseley Share Option Plan 2003 and the Wolseley plc 2002 Long Term Incentive Scheme. During the year one of these trusts purchased 2,011,478 ordinary shares of the Company, with a nominal value of £1 million, for a cash consideration of £27 million. The market value of the 4,011,478 shares held by the employee benefit trusts at 31 July 2006, which have a nominal value of £1 million, was £46 million (2005: £24 million) and none of them had been allocated to employees or Directors at that date. Dividends due on shares held by the Employee Benefit Trusts are waived in accordance with the provisions of the trust deeds.