Vtech 2015 Annual Report Download - page 65

VTech Holdings Limited Annual Report 2015 63
16 Share Capital, Share Options and Share Purchase Scheme
(a) Share Capital
2015
US$ million 2014 US$ million
Authorised
Ordinary shares: 400,000,000 (2014: 400,000,000) of US$0.05 each 20.0 20.0
2015 2014
No. of shares US$ million No. of shares US$ million
Issued and fully paid
Ordinary shares of US$0.05 each:
At 1 April 250,872,133 12.5 250,378,133 12.5
Shares issued upon exercise of share options 310,000 –494,000 –
At 31 March 251,182,133 12.5 250,872,133 12.5
The Company’s issued and fully paid shares as at 31 March 2015
included 74,600 shares (2014: 39,000 shares) held in trust by the
trustee under the Share Purchase Scheme and 17,200 shares
(2014: 12,400 shares) held in trust by the trustee under the French
Subplan which were granted to the eligible French employees and
remain unvested, details of which are set out in note 16(c).
(b) Share Options
At the annual general meeting of the Company held on 22 July
2011, the shareholders of the Company approved the adoption of
the 2011 Scheme and the cancellation of the 2001 Scheme which
originally would have expired on 9 August 2011, upon which no
further options will be offered but in all other respects the provisions
of the 2001 Scheme shall remain in force and the options granted
prior to the cancellation of the 2001 Scheme shall continue to be
valid and exercisable in accordance with the 2001 Scheme.
Pursuant to the 2011 Scheme, the Directors are authorised, at
any time during the 10 years from the date of adoption of the
2011 Scheme, to grant options to employees and officers of any
member of the Group to subscribe for shares of the Company at
prices to be determined by the Directors in accordance with the
requirements of the Listing Rules. The basis of determination of the
exercise price shall be the higher of the closing price of the shares
of the Company as stated in the Stock Exchange’s daily quotations
sheet on the date of grant, which must be a business day; and the
average closing price of the shares of the Company as stated in
the Stock Exchange’s daily quotations sheets for five business days
immediately preceding the date of grant.
Pursuant to Chapter 17 of the Listing Rules, the Company can issue
options so that number of shares that may be issued upon exercise
of all options to be granted under the 2011 scheme and any other
schemes does not in aggregate exceed 10% of the relevant class of
shares in issue as at the date of adoption of the 2011 Scheme. The
Company may renew this limit at any time, subject to shareholders’
approval and the issue of a circular. The Company may also seek
separate shareholders’ approval for granting options beyond
the 10% limit to eligible employees specifically identified by the
Company, subject to shareholders’ approval and the issue of a
circular. The Company can issue options so that shares to be issued
upon exercise of all outstanding options does not exceed 30%
of the relevant class of shares in issue from time to time. Subject
to the further restrictions in the Listing Rules concerning grant of
options to substantial shareholders, the total number of shares
issued and to be issued upon exercise of options granted and to
be granted to any one eligible employee in any 12-month period
must not exceed 1% of the relevant class of shares in issue. The
Company can grant further options in excess of this limit, subject
to shareholders’ approval (with that eligible employee and his
associates abstaining from voting) and the issue of a circular. The
offer of a grant of options may be accepted within 30 days from
the date of offer, upon payment of a non-refundable sum of HK$1
by the grantee. The period within which the options must be
exercised will be specified by the Company at the time of grant,
and must expire no later than 10 years from the date of grant. The
Company may specify any minimum period(s) for which an option
must be held before it can be exercised. The 2011 Scheme does
not contain any such minimum period. The 2011 Scheme has a life
of 10 years and will expire on 21 July 2021. As at the date of this
Annual Report, the number of shares which may be issued upon
exercise of options to be granted under the 2011 Scheme was
23,145,913 shares, which represented approximately 9.21% of the
issued share capital of the Company. During the financial year and
since the adoption of the 2011 Scheme, no options were granted,
exercised, cancelled or lapsed under the 2011 Scheme.
As at the date of this Annual Report, there was no share available for issue under the 2001 Scheme. The movements in the number of
share options under the 2001 Scheme during the financial year were as follows:
Number of share options
Date of grant Exercise price Exercisable period (Note 1)
Balance in
issued at
1 April 2014
Exercised
during
the year
Lapsed
during
the year
Balance in
Issue at
31 March 2015
Directors
9 April 2010 HK$85.35 13 April 2012 to 12 April 2014 210,000 (210,000)
(Note 2) ––
Employees
9 April 2010 HK$85.35 13 April 2012 to 18 April 2014 150,000 (100,000)
(Note 3) (50,000) (Note 4) –
360,000 (310,000) (50,000) –
Notes:
(1) The 2001 Scheme does not specify any minimum holding period before the option can be exercised but the Board has the authority to determine the minimum holding period at the
time of grant of any particular option.
(2) An aggregate of 210,000 share options were exercised at the exercise price of HK$85.35 per share during the nancial year. The weighted average closing prices of the shares of the
Company immediately before the date on which the options were exercised and at the date of exercise were HK$105.00 per share and HK$104.00 per share respectively.
(3) An aggregate of 100,000 share options were exercised at the exercise price of HK$85.35 per share during the nancial year. The weighted average closing prices of the shares of the
Company immediately before the date on which the options were exercised and at the date of exercise were HK$104.05 per share and HK$104.00 per share respectively.
(4) An aggregate of 50,000 share options at the exercise price of HK$85.35 per share lapsed during the nancial year.
(5) No options were granted or cancelled during the nancial year.