Disclosures
Material Share Transactions After the Reporting Period (optional)
Describe any material transactions in ordinary shares or potential ordinary shares occurring after the reporting period — for example issues of shares for cash, repurchases or buybacks, redemptions, conversions or exercises of potential ordinary shares, or grants of options. Anything entered here flows into the note below and the Excel export.
How listed companies word this disclosure
Real examples to guide your wording:
- Repurchases / Buybacks
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BP (FY 31 Dec 2023): “A further 128 million ordinary shares were repurchased between the end of the reporting period and the date when the financial statements are authorised for issue for a total cost of $746 million. This amount has been accrued at 31 December 2023.”
North Atlantic Smaller Cos IT (FY 31 Jan 2025): “Since the year end, 20,000 Ordinary Shares have been repurchased for cancellation.”
Shell (FY 31 Dec 2024): “Today, Shell announces a share buyback programme of $3.5 billion which is expected to be completed by the first quarter 2025 results announcement.”
Novo Nordisk (FY 31 Dec 2025): “Novo Nordisk has decided to implement a new share repurchase programme. The expected total repurchase cash value of B shares, for the 12 months beginning 2026, is up to DKK 15 billion.”
- Placing / share issue for cash
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Smithson IT (FY 31 Dec 2021): “Since the year end and up to 10 March 2022, a further 5,235,000 ordinary shares have been issued, raising £89.8 million net of costs.”
Inspired plc (FY 31 Dec 2024): “In January 2025, the Group raised £21.66m in aggregate (before fees and expenses) through a placing of 54,150,535 placing shares at an issue price of 40.0p per placing share.”
Kendrick Resources (FY 29 Dec 2024): “As per note 23 as announced by the Company on 25 February 2025 the Company has raised £107,500 before expenses at 0.25 pence per Ordinary Share (the “Fundraising Price”) through the issue of 43,000,000 new Ordinary Shares of £0.0003 each.”
Strategic Minerals (FY 31 Dec 2025): “The Company raised £4.00m before expenses on 22 January 2026 at a price of 1.3p per new ordinary share of 0.1 pence each in the Company (“Ordinary Shares”) and a further £4.7m before expenses on 19 March 2026 at a price of 3.5p per new Ordinary share, led by a prominent international investor.”
- Issued to repay debt or redeem loan notes
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IQE (RNS, 27 Apr 2026): “The proceeds of the Fundraising will be used to repay in full the Group’s $35m (£27m) Revolving Credit Facility with its lending bank, HSBC” — with the balance used to redeem the existing loan notes and strengthen the balance sheet.
Diversified Energy (RNS, 19 Feb 2025): “The Company intends to use the net proceeds from the Offering to repay a portion of the debt expected to be incurred by the Company in connection with the proposed acquisition of Maverick Natural Resources, LLC.”
- Convertible, option or warrant issued
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Everest Global (FY 31 Oct 2025): “On 26 November 2025, the Company issued a further six CLNs of £250,000 each to SPC, raising an additional £1,500,000.”
Cizzle Biotechnology (RNS, 20 May 2025): “The Note, which has been subscribed for by Frazer Lang, an existing investor in the Company, is convertible at any time, at the election of the Note holder, during its 24 month term into new ordinary shares in the Company at a price of 1.4 pence per share.”
Keras Resources (RNS, 26 Jun 2025): “issued convertible loan notes (“CLNs”) totalling £750,000, each for £375,000, to Christopher Grosso and Joseph Carbone. The CLNs will be convertible in whole or in part into Ordinary Shares of 1p each in the Company at 1.4p per share.”
B HODL (RNS, 4 Dec 2025): “The Convertible Loan Agreements are made on identical terms and together represent a combined principal amount of 2.1 Bitcoin (BTC). Each Convertible Loan Agreement has a three-year term and carries no interest. Each Lender may convert its loan at any time during the term into fully paid ordinary shares each at a conversion price of 11.55 pence per share, representing a 5 percent premium to the reference share price.”
Gana Media Group (RNS, 16 Jun 2026): “For each new Ordinary Share, one warrant exercisable at 0.4p per share, expiring 12 months following Admission will be issued.”
Acuity RM Group (RNS, 16 Jun 2026): “each new Ordinary Share will have one warrant attached, exercisable at the Issue Price for a period of 1 year, representing a total of 59,999,994 warrants.”
- Conversion into shares
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Time To ACT (FY 31 Mar 2025): “In addition to the £274,000 funds raised, the group converted £60,619 of existing convertible loans at 40p per share into 151,546 new Ordinary Shares.”
Tungsten West (RNS, 31 Dec 2025): “on 31 December 2025, the Company completed a partial conversion of the 2023 Convertible Loan Notes (as amended and restated on 1 July 2025) (the “Notes”) (“Conversion”) at a price of 3 pence per ordinary share of 1 pence each in the capital of the Company (“Ordinary Shares”), issuing 584,831,728 new Ordinary Shares to Noteholders.”
Focus Xplore (RNS, 16 Jun 2026): “allotted 40,000,000 new ordinary shares of £0.001 each in the capital of the Company (the “Conversion Shares”) following receipt of a conversion notice from a noteholder under the terms of the Company’s convertible loan note programme announced on 9 March 2026. The Conversion Shares are being issued in respect of £10,000 at a conversion price of 0.025 pence per Conversion Share.”
Sunda Energy (RNS, 15 May 2026): “The conversion price of the Conversion Balance is 1.7827 pence (the “Conversion Price”), which, in accordance with the terms of the Convertible Loan Notes, is a 15% discount to the lowest daily volume weighted average price on any of the 10 Trading Days prior to the issue of the conversion notice (being 2.0973 pence). Accordingly, the Company will issue 15,426,039 new Ordinary Shares (the “New Ordinary Shares”) to the Investor (the “Conversion”).”
- Shares issued as acquisition consideration
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London Stock Exchange Group (FY 31 Dec 2020): “In connection with the Company’s acquisition of Refinitiv, on 29 January, the Company issued (i) 112,254,597 ordinary shares of 6 79/86 pence each, which carry one vote each; and (ii) 67,355,526 Limited-voting ordinary shares of 6 79/86 pence each, which carry one-tenth of a vote each. As described in the prospectus, a further 24,615,845 voting ordinary shares were issued one month after completion of the transaction.”
Silverwood Brands (RNS, 16 Jul 2025): “1,049,050 ordinary shares of 10 pence each in the Company have been allotted as deferred consideration at a deemed price of 85p per share, in accordance with the terms of the agreement for the acquisition of Balmonds Skincare Limited (“Balmonds”) dated 14 June 2022.”
Smurfit WestRock (FY 31 Dec 2024): “On July 5, 2024, pursuant to a High Court-ordered transfer scheme of arrangement, the Company issued 261,094,836 ordinary shares to the former shareholders of Smurfit Kappa in exchange for their shares in Smurfit Kappa. On July 5, 2024, the Company issued 258,228,403 shares to the former shareholders of WestRock in exchange for the net assets of WestRock acquired through the Merger.”
hVIVO (RNS, 23 Feb 2026): “Issue of 1,386,991 new Ordinary Shares of £0.001 each in the Company (“First Consideration Shares”).”
- Contingently issuable shares — condition met
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Elixirr International (RNS, 22 Sep 2025): “A post-Completion contingent top-up payment, capped at US$32 million, to be determined by 30 April 2026 and based on the achievement of agreed FY 25 Adjusted EBITDA performance targets for TRC, will, if earned, be payable up to US$24 million in cash and up to US$8 million to be satisfied by the allotment and issue of further new Ordinary Shares.”
Pri0r1ty Intelligence Group (RNS, 12 Jun 2026): contingent deferred consideration of £846,154 — “15,384,611 shares to be issued subject to Halfspace achieving its revenue target.”
- No transactions (nil statement)
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BlackRock Frontiers IT (FY 30 Sep 2024): “No shares were issued during the year under review or post year end from 1 October 2024 up to the date of this report.”
Fidelity Asian Values (FY 31 Jul 2023): “Since then and up to the date of this report, no shares have been repurchased, given an encouraging narrowing of the Company’s discount even as peers’ and broader investment trust average discounts have widened.”
BlackRock World Mining Trust (FY 31 Dec 2020): “Accordingly, no further shares have been purchased since the year end, up to and including the date of this report.”
Capital Gearing Trust (FY 31 Mar 2025): “No shares were issued.”
- Option / warrant / award exercise
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Castings plc (RNS, 17 Sep 2025): “PDMRs have exercised in aggregate 35,292 options over ordinary shares of 10p each at an exercise price of £nil each pursuant to the Castings 2020 Restricted Share Plan. The exercise of options is being satisfied from existing Ordinary Shares which were held by the Company in treasury.”
Gusbourne (RNS, 20 Dec 2024): “issued 3,970 new ordinary shares of 1 pence each pursuant to an exercise of warrants by certain investors, with all warrants exercised at an exercise price of 75 pence per share.”
Finseta (RNS, 22 May 2025): “on 22 May 2025 options were exercised over a total of 550,000 ordinary shares of 1 penny each in the Company.”
Sovereign Metals (RNS, 17 Apr 2026): “it has issued 9,022,500 fully paid ordinary shares (Shares) upon the conversion of 9,022,500 unlisted performance rights upon satisfaction of the Bankable Definitive Feasibility Study Milestone.”
Additional Earnings per Share Measure (optional)
Disclose an additional amount per share (for example an adjusted, underlying or headline measure). Enter the measure's name and its earnings figure: the note below presents the measure's own basic and diluted amounts per share with equal prominence, using the same weighted average numbers of shares as basic and diluted EPS, with the numerator reconciled to the reported profit or loss.
From IFRS 18 (effective 2027), where the measure’s numerator is a management-defined performance measure (MPM) — as the adjusted, underlying, core and cash measures below typically are — the additional per-share amount also carries IFRS 18’s MPM disclosures: a single note reconciling the numerator to the most directly comparable IFRS subtotal, with the income-tax and non-controlling-interests effect of each reconciling item.
How companies word an additional EPS measure
Real examples by category:
- Headline EPS (HEPS) — JSE-mandated, South Africa (not IFRS)
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Earnings excluding ‘separately identifiable re-measurements’ (capital items such as impairments and gains or losses on disposals), net of tax and non-controlling interests; basic and diluted HEPS plus a reconciliation are required.
The measure descends from the UK Institute of Investment Management and Research (IIMR) ‘headline earnings’ definition; the JSE adopted it and made HEPS disclosure compulsory.
Anglo American Platinum (FY 31 Dec 2024): headline earnings of R32.05 per share.
Sasol (FY 30 Jun 2025): headline earnings per share of R35.13.
Standard Bank Group (FY 31 Dec 2024): headline earnings per share of 2,691 cents.
- Adjusted / underlying / normalised EPS — the mainstream APM, also “before exceptional items”
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Diageo (FY 30 Jun 2025): “Basic earnings per share before exceptional items: 164.2 cents.”
IHG (FY 31 Dec 2025): “Management believes that adjusted earnings per share is a meaningful measure for investors and other stakeholders as it provides a more comparable earnings per share measure aligned with how management monitors the business.”
British American Tobacco (FY 31 Dec 2024): adjusted diluted earnings per share of 362.5p.
Tesco (FY 22 Feb 2025): adjusted diluted earnings per share of 27.38p.
Unilever (FY 31 Dec 2024): underlying earnings per share of €2.98 (against diluted IFRS EPS of €2.29).
- ESMA APM — adjusted EPS reconciled to IFRS — EU / UK issuers
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For issuers on EU-regulated markets — and UK issuers, where the FCA applies the same guidelines — an adjusted earnings-per-share figure is an Alternative Performance Measure under the ESMA Guidelines on APMs: it must be defined, reconciled to the most directly comparable IFRS measure, shown with comparatives, and given no more prominence than the IFRS figure.
ArcelorMittal (FY 31 Dec 2024): adjusted basic earnings per share of $2.95 (FY 2023: $5.78), defined as adjusted net income divided by the weighted-average common shares and reconciled to IFRS net income in the earnings release; reported net income was reduced by around $1.0 billion of impairments, restructuring and one-off tax charges.
Vodafone (FY 31 Mar 2025): adjusted basic earnings per share of 7.87 eurocents (FY 2024: 7.47c), against a statutory basic loss per share from continuing operations of (15.86) eurocents — the difference mainly impairments in Germany and Romania.
Nokia (FY 31 Dec 2024): comparable diluted EPS of €0.39, against reported diluted EPS of €0.23.
- Core EPS — excludes acquisition-related amortisation
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Roche (FY 31 Dec 2024): “Core results and Core EPS (earnings per share). These exclude non-core items such as global restructuring plans and amortisation and impairment of goodwill and intangible assets. This allows an assessment of both the actual results and the underlying performance of the business.”
AstraZeneca (FY 31 Dec 2024): Core EPS of $8.21; Reported and Core differ mainly on amortisation of intangibles, impairments, legal settlements and restructuring charges.
GSK (FY 31 Dec 2024): Core EPS of 159.3p, against total (statutory) EPS of 63.2p.
Novartis applies the same, above a USD 25 million threshold.
- Cash EPS — non-cash charges added back
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“Earnings per Share, as further adjusted to eliminate the after-tax impact of the amortization and other adjustments to goodwill and other intangible assets acquired in business combinations.”
National Australia Bank (FY 30 Sep 2025): cash earnings per share of 231.8 cents.
Commonwealth Bank of Australia (FY 30 Jun 2025): earnings per share (“cash basis”) of 613.2 cents.
The literal “cash EPS” label persists mainly among the Australian banks; elsewhere the same add-back is usually labelled adjusted, core or non-GAAP EPS (e.g. Investec, Teva).
- EPRA EPS — REITs, recurring property earnings
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Land Securities (FY 31 Mar 2025): “Our key measure of underlying earnings performance is EPRA earnings, which represents the underlying financial performance of the Group’s property rental business, which is our core operating activity” (EPRA EPS of 50.3 pence).
Derwent London (FY 31 Dec 2024): EPRA earnings per share of 106.5p.
Great Portland Estates (FY 31 Mar 2025): EPRA earnings per share of 5.2p (diluted), reflecting dilution from the June 2024 rights issue.
- Revenue & capital return per share — investment trusts
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Scottish Mortgage (FY 31 Mar 2026): “Revenue return per ordinary share is based on the net revenue after taxation of £25,639,000 (2025 - £17,876,000), and on 1,126,604,877 (2025 - 1,287,655,573) ordinary shares, being the weighted average number of ordinary shares (excluding treasury shares) during the year. Capital return per ordinary share is based on the net capital return for the financial year of £3,075,980,000 (2025 - net capital return of £1,199,883,000), and on 1,126,604,877 (2025 - 1,287,655,573) ordinary shares, being the weighted average number of ordinary shares (excluding treasury shares) during the year.”
F&C Investment Trust (FY 31 Dec 2024): revenue return of 17.01p and capital return of 184.10p per share.
City of London Investment Trust (FY 30 Jun 2024): revenue return of 20.87p and capital return of 38.48p per share.
- Operating EPS — insurers, on adjusted operating profit
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Prudential (FY 31 Dec 2024): earnings per share based on adjusted operating profit of 89.7 cents (against IFRS basic EPS of 84.1 cents).
Aviva (FY 31 Dec 2024): operating earnings per share of 48.0p, derived from Group adjusted operating profit (against IFRS basic EPS of 23.6p).
- Underlying / replacement-cost EPS — oil & gas
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BP (FY 31 Dec 2024): underlying replacement cost (RC) profit per ordinary share of 54.40 cents — expressly a non-IFRS measure that strips out inventory holding gains and losses and adjusting items.
The replacement-cost basis is the oil & gas convention; peers report the same idea as “adjusted earnings” (Shell, TotalEnergies).
Related: FFO / AFFO per share (US REITs) and NAV / net-assets per share are cash-flow or asset-based rather than earnings-based. The AT1-coupon deduction and the diluted fair-value reversal belong to the ordinary basic / diluted calculation, not an additional measure.
Present this measure in line with the ESMA Guidelines on Alternative Performance Measures: define it, reconcile it to the IFRS figure, and explain the basis for tax on adjusting items.
Comparative Period — As Previously Reported (optional)
Enter the prior period's figures exactly as previously reported. EPS-33 restates the per-share amounts and share counts for this period's bonus issues, share splits, consolidations and the bonus element of rights issues, and fills the comparative column below. Detailed reconciliation rows remain for manual completion.
Enter the prior year exactly as it was previously reported. EPS-33 reads this period’s bonus issues, share splits, consolidations and the bonus element of any rights issue from the Adjustments tab, derives the adjustment factor, and fills the Prior (restated) column for you.
A share reorganisation changes only the share count — earnings are unchanged — so every per-share line (basic, diluted, continuing, discontinued and total) moves by the same factor, and the weighted-average share counts are rebased by it. An IAS 8 restatement (a prior-period error or a change in accounting policy) restates the earnings themselves, so there is no share-based factor — shown as a dash below.
How the comparative moves — the figures for each example
The per-share figures below are illustrative — round numbers chosen to show the mechanic, not the companies’ reported amounts; each company’s event and dates are real.
Current and Prior (restated) are stated on a consistent basis and are directly comparable; Prior (as reported) is what the prior year’s accounts originally showed. The factor reads ÷ when the share count rises (EPS falls) and × when it falls (EPS rises).
Restated — bonus / scrip issue
Restated — share split / subdivision
Restated — share consolidation
Restated — rights issue, bonus element
Where the rights factor comes from — it isolates the bonus element in a discounted rights issue: factor = cum-rights price ÷ theoretical ex-rights price (TERP), where TERP = (cum-rights price × shares before + rights proceeds) ÷ shares after. Both the prior-year per-share figures and the weighted-average share count are multiplied through by that factor (Rolls-Royce ÷2.91, Great Portland ÷1.20 above).
Restated — prior-period error (IAS 8)
Restated — change in accounting policy (IAS 8)
Not restated (comparative left exactly as previously reported)
A share issue at fair value (a placing, a market-price rights issue, or acquisition shares) likewise leaves the comparative unchanged — only the current period’s weighted average reflects it.
Figures are illustrative only and have been adjusted to demonstrate the restatement — the company names show who has actually made each type of restatement, not the amounts shown.
Extract of consolidated statement of comprehensive income
Earnings per share
Notes to the consolidated financial statements
The calculation of the basic and diluted earnings per share is based on the following data:
| Earnings | CU | CU |
|---|---|---|
| Profit / (loss) for the period attributable to owners of the Company | ||
| Earnings for the purpose of basic earnings per share being net profit attributable to owners of the Company | ||
| Effect of dilutive potential ordinary shares: | ||
| Earnings for the purposes of diluted earnings per share | ||
| Earnings for the purpose of basic earnings per share | Work in progress | |
| Earnings for the purposes of diluted earnings per share | Work in progress | |
| Number of shares | Number | Number |
|---|---|---|
| Weighted average number of ordinary shares for the purpose of basic earnings per share | ||
| Effect of dilutive potential ordinary shares: | ||
| Weighted average number of ordinary shares for the purposes of diluted earnings per share | ||
| Weighted average number of ordinary shares for the purpose of basic earnings per share | Work in progress | |
| Weighted average number of ordinary shares for the purposes of diluted earnings per share | Work in progress | |
How the weighted average number of ordinary shares was determined
The weighted average is derived from the ordinary shares in issue at the start of the period, time-weighted for shares issued and repurchased during the period and restated retrospectively for bonus issues, share splits, consolidations and the bonus element of rights issues:
| Date | Share movement | Shares outstanding | Weighted average |
|---|---|---|---|
| Weighted average number of ordinary shares for the purpose of basic earnings per share | |||
How the weighted average number of ordinary shares was determined
The weighted average is derived from the ordinary shares in issue at the start of the period, time-weighted for shares issued and repurchased during the period and restated retrospectively for bonus issues, share splits, consolidations and the bonus element of rights issues. Each class of ordinary shares is reconciled separately and the class weighted averages are combined for basic earnings per share:
| Date | Share movement | Shares outstanding | Weighted average |
|---|---|---|---|
| Weighted average number of ordinary shares (this class) | |||
| Combined weighted average number of ordinary shares for the purpose of basic earnings per share | |||
Significant judgements in the earnings per share calculation
The earnings per share figures reflect the following judgements about the substance of share transactions and arrangements during the period:
Significant judgements in the earnings per share calculation
The earnings per share figures reflect the following judgements about the substance of share transactions and arrangements during the period:
Earnings per share — classes of ordinary shares with different rights
The company has more than one class of ordinary shares with different rights to share in profit. In accordance with IAS 33 (paragraphs A13 and A14), the profit attributable to ordinary equity holders is allocated to each class — dividends declared in the period are attributed to each class and the undistributed profit is allocated in proportion to each class's participation rights — and each class's basic earnings per share is its allocated earnings divided by its weighted-average number of shares:
Profit attributable to ordinary equity holders of has been allocated between the classes in accordance with IAS 33. Basic and diluted earnings per share are presented for each class with equal prominence; each class's diluted earnings per share reflects only the potential ordinary shares that convert into that class.
Earnings per share — participating equity instruments
The company has a participating equity instrument that shares in profit with the ordinary shares. In accordance with IAS 33 (paragraphs A13 and A14), the profit attributable to ordinary equity holders is reduced by the earnings allocated to the participating instrument; where that instrument's distributions are deductible for tax, the related tax benefit is attributed to the ordinary shareholders (IFRS Interpretations Committee, June 2017). The participating instrument is not a class of ordinary shares, so earnings per share is presented only for the ordinary shares:
| Profit attributable to ordinary equity holders | |
| Residual attributable to ordinary shares | |
| Add: tax benefit on the instrument's distributions | |
| Earnings attributable to ordinary shares | |
| Weighted-average number of ordinary shares | |
| Basic earnings per share |
The participating instrument's total return of (its declared dividends plus its share of undistributed profit) is excluded from the ordinary numerator; no earnings per share is presented for it, as it is not a class of ordinary shares.
The following potential ordinary shares could dilute basic earnings per share in the future, but were excluded from the calculation of diluted earnings per share because they were antidilutive for the period presented:
From discontinued operations
| Earnings for the purpose of basic and diluted earnings per share being net profit / (loss) from discontinued operations attributable to owners of the Company |
From continuing and discontinued operations
| Earnings for the purpose of basic earnings per share being net profit attributable to owners of the Company | ||
| Earnings for the purposes of diluted earnings per share |
The denominators used are the same as those detailed above for both basic and diluted earnings per share.