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TANJUNG OFFSHORE BERHAD

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DIRECTORS’ REPORT<br />

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009<br />

UNEXERCISED OPTIONS GRANTED (continued)<br />

i) Employees’ Share Option Scheme (“ESOS”) (continued)<br />

61<br />

<strong>TANJUNG</strong> <strong>OFFSHORE</strong> <strong>BERHAD</strong> (662315-U)<br />

ANNUAL REPORT 2009<br />

c) The maximum number of new shares that may be offered and allotted to an Eligible Employee shall be determined by the<br />

ESOS Committee taking into consideration inter-alia, the Eligible Employee’s designation, job description, responsibilities<br />

and seniority.<br />

d) The subscription price of the options issued pursuant to ESOS shall be the higher of the following:<br />

i) at a discount of not more than ten percent (10%) from the weighted average market price of the shares as shown<br />

in the daily offi cial list issued by Bursa Malaysia Securities Berhad (“Bursa Securities”) for the fi ve (5) market days<br />

immediately preceding the date of offer; or<br />

ii) the par value of the shares.<br />

e) The new shares to be allotted and issued upon any exercise of the options will, upon such allotment and issuance, rank<br />

pari passu in all respects with the existing and issued shares except that the new shares so issued will not be entitled<br />

to any dividends, rights, allotments and/or any other distributions which may be declared, made or paid to shareholders<br />

prior to the date of allotment of the new shares. The new shares will be subjected to all provisions of the Articles in<br />

relation to their transfer, transmission or otherwise. The options shall not carry any right to vote at a general meeting of the<br />

Company.<br />

As at 31 December 2009, there were 14,075,900 (2008:14,691,000) unissued ordinary shares pursuant to the ESOS options<br />

granted under the ESOS Scheme, at between RM0.68 to RM2.35 (2008: RM0.68 to RM2.35 per share) respectively.<br />

According to Section 169(11) of the Companies Act, 1965, the Company is required to disclose the name of persons to whom<br />

any option has been granted during the current fi nancial year. Pursuant to Section 169A of the Companies Act, 1965, the<br />

Company has applied and has been granted exemption by the Companies Commission of Malaysia from having to disclose the<br />

name of employees who have been granted options to subscribe for less than 500,000 ordinary shares of RM0.50 each.<br />

During the current fi nancial year, none of the employees of the Company has been granted ESOS options above 500,000<br />

ordinary shares of RM0.50 each.<br />

Details of the share options granted to directors are disclosed in the section on Directors and their shareholdings in this<br />

report.<br />

Details of the share option granted and exercised under the ESOS during the current fi nancial year are set out in Note 17 to<br />

the fi nancial statements.<br />

ii) Warrants from issuance of Bonds<br />

On 30 November 2005, the Company issued a RM150,000,000 nominal value up to eight (8) years 4.5% per annum serial fi xed<br />

rate bonds with detachable warrants to the primary subscribers.<br />

On 3 March 2006, the primary subscribers were allotted a total of 18,514,600 warrants to the shareholders at an offer price of<br />

RM0.24 per warrant on the basis of one (1) warrant for every fi ve (5) ordinary shares held on entitlement date.<br />

On 29 August 2006, the Company completed the listing of an additional 9,257,000 warrants arising from the bonus issue<br />

exercise which was implemented in accordance to the Deed Poll dated 13 January 2006 on the basis of one (1) new warrant<br />

for every two (2) warrants held on entitlement date.<br />

On 13 June 2007, the Company completed the listing of an additional 10,095,104 warrants arising from the bonus issue<br />

exercise on the basis of two (2) new warrants for every fi ve (5) existing warrants.

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