Principal activities
Spectris designs, develops and markets productivity-enhancing instrumentation and controls. The businesses are grouped into four segments: Materials Analysis, Test and Measurement, In-line Instrumentation and Industrial Controls for management and segmental reporting purposes. Further details of the trading companies within each segment can be found in the Operating Review. Developments in the group's business activities are discussed in the Chairman's Statement, the Chief Executive's Review and the Business Review.
Acquisitions
During the year two acquisitions were made. Brüel & Kjaer Sound & Vibration acquired the entire share capital of Lochard Limited, a market leader in the provision of airport noise management solutions based in Melbourne, Australia. The acquisition extends the group's capabilities in environmental monitoring systems. Particle Measuring Systems acquired from an Italian subsidiary of 3M the assets and business of MicroSafe, a supplier of microbial detection and monitoring products, based near Rome. The total cost of acquisitions during the year was £26.6 million, including acquisition expenses as well as the estimated fair value of deferred and contingent consideration expected to be paid in future years, including cash acquired.
Disposals
There were no material disposals during the year.
Share capital
The share capital of the company comprises ordinary shares of 5p each; each share carries the right to one vote at general meetings of the company. The authorised and issued share capital of the company, together with movements in the company's issued share capital during the year, are shown in Note 24. The Articles of Association of the company, available on the company's website, contain provisions governing the ownership and transfer of shares.
At the 2009 Annual General Meeting shareholders authorised the directors to make market purchases of the company's ordinary shares up to a maximum number of 12,500,000 shares, representing approximately 10% of the issued share capital of the company, and to either cancel the shares or hold them as Treasury shares which may then be cancelled, sold for cash or transferred for the purposes of the company's share plans, depending on the best interests of the company's shareholders at the time. At the close of business on 22 February 2010, the company had 125,005,123 ordinary shares in issue, of which 9,487,791 were held in Treasury. During the year 200,920 shares were transferred out of Treasury to meet the company's obligations under its share plans and no shares were cancelled out of Treasury. An authority to make further market purchases of the company's ordinary shares, if believed appropriate, will be sought at the forthcoming Annual General Meeting although the Board has no present intention of so doing.
Also included in the special business of the 2010 Annual General Meeting are proposals to renew the directors' authority to allot shares up to prescribed limits.
At 22 February 2010 interests notified to the company in accordance with Chapter 5 of the Disclosure and Transparency Rules comprised:
Black Rock Inc.
7,737,236 shares (6.70% material interest)
Massachusetts Financial Services Company
7,412,766 shares (6.42% material interest)
F & C Asset Management plc
5,840,099 shares (5.06% material interest)
Ameriprise Financial Inc.
5,747,326 shares (4.98% material interest)
AXA SA
5,721,460 shares (4.96% material interest)
Standard Life Investments Limited
5,706,429 shares (4.94% material interest)
Legal & General Group Plc
4,603,565 shares (3.99% material interest)
The directors present their report and accounts for the year ended 31 December 2009.