Singapore Airlines 2012 Annual Report Download - page 144

142 SINGAPORE AIRLINES
Notes to the Financial Statements
31 March 2012
14 Share Capital (in $ million) (continued)
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the
Company. All ordinary shares carry one vote per share without restriction.
The Company’s ability to operate its existing route network and flight frequency is derived solely from and dependent entirely on
the Air Service Agreements (“ASAs”) concluded between the Government of Singapore and the governments of other countries.
ASAs are therefore critical to the Company’s operations. In almost all the ASAs, it is a condition that the Company must at all times
be “effectively controlled” and “substantially owned” by Singapore nationals for the tenure of the respective ASAs.
In order to comply with the above requirement, one non-tradeable Special Share was issued to the Ministry of Finance.
The Special Share enjoys all the rights attached to ordinary shares. In addition, pursuant to Article 3A of the Articles of
Association, no resolution may be passed on certain matters without prior written approval of the Special Member.
The Company can also issue non-tradeable redeemable cumulative preference shares, which carry full voting rights
(“ASA shares”). When issued, the ASA shares will be paid at $0.01 each and will carry equal voting rights as those of
ordinary shares. These shares will be issued only when the directors determine that the Company’s operating rights
under any of the ASAs are threatened by reason of the nationality of the majority shareholders.
During the financial year, the Company issued 1,922,438 shares (2010-11: 5,552,283) upon exercise of options granted
under the Employee Share Option Plan. No shares (2010-11: 767,786) were issued for RSP and PSP.
15 Treasury Shares (in $ million)
The Group and
the Company
31 March
2012 2011
Balance at 1 April (43.0) (0.9)
Purchase of treasury shares (272.1) (44.5)
Treasury shares reissued pursuant to equity compensation plans:
- For cash on exercise of employee share options 32.2 2.2
- Transferred from share-based compensation reserve 13.9 0.2
- Loss on reissuance of treasury shares 10.6 -
56.7 2.4
Balance at 31 March (258.4) (43.0)
Treasury shares relate to ordinary shares of the Company that are held by the Company.
During the financial year, the Company purchased 24,213,000 (2011: 3,149,000) of its ordinary shares by way of
on-market purchases at share prices ranging from $10.16 to $14.23 (2011: $13.13 to $15.27). The total amount paid
to purchase the shares was $272.1 million (2011: $44.5 million) and this is presented as a component within equity
attributable to owners of the parent.
The Company reissued 3,291,677 (2011: 114,236) treasury shares pursuant to its employee share option plans at a
weighted average exercise price of $9.84 (2011: $10.19) each. In addition, 550,777 (2011: nil) shares, 292,230 (2011:
nil) shares and 58,570 (2011: 51,500) shares were reissued pursuant to the RSP, PSP and time-based RSP respectively.
The number of treasury shares as at 31 March 2012 was 23,079,494 (2011: 3,059,748).
Where the consideration paid by the Company for the purchase or acquisition of treasury shares is made out of revenue reserves,
such consideration will correspondingly reduce the amount available for the distribution of cash dividends by the Company.