January 06,2009

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Crosby Capital > Investor Centre > Share Structure
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Share Structure

Share Capital

As of 31 December 2007 Crosby Capital Limited (formerly Techpacific Capital Limited) had the following authorised and issued share capital outstanding:

 Number of Ordinary sharesNumber of convertible redeemable preference sharesNumber of non-voting convertible deferred sharesValue US$'000
Authorised (par value of US$0.001 each)
At 31 December 200720,000,000,0001,000,000 20,001
Issued and fully paid (par value of US$0.001 each)
At 31 December 20073,070,381,256-292,500,0003,363


Share Option Schemes

The Company had the following share options outstanding at 31 December 2007:

Date of grantOptions outstandingOptions exercise price per shareOptions exercisable as at 30.6.2007Contractual life
27 March 2002300,000HK$0.0704300,00010 years
24 March 200640,000,000HK$0.770012,000,00010 years
26 April 2006180,000,000HK$0.770054,000,00010 years
29 January 2007 10,000,000HK$0.3650-10 years
 234,300,000 66,300,000 


The Company adopted an employee share option scheme on 27 March 2002 in order to incentivise key management and staff. Pursuant to the Company's Share Option Scheme, a duly authorised committee of the board of directors of the Company may, at its discretion, grant options to eligible employees, including directors, of the Company or any of its subsidiaries to subscribe for shares in the Company at a price not less than the higher of
  1. the closing price of the shares of the Company on the Stock Exchange on the date of grant of the particular option or
  2. the average of the closing prices of the shares of the Company for the five trading days immediately preceding the date of the grant of the options or
  3. the nominal value of the shares.
On each grant of options HK$10 is payable by the grantee. Share options granted under the Company's Share Option Scheme are exercisable as follows:
  1. the first 30% of the options between the first and tenth anniversary of the date of grant;
  2. the next 30% of the options between the second and tenth anniversary of the date of grant; and
  3. the remaining options between the third and tenth anniversary of the date of grant.
The total number of shares available for issue under options granted pursuant to the Company's Share Option Scheme must not in aggregate exceed 10% of the total number of shares in issue as at the date of the approval of the Company's Share Option Scheme, unless shareholders' approval of the Company has been obtained.

Crosby Asset Management ("CAM"), a 82.33% subsidiary of the Company at 31 December 2007, also adopted an employee share option scheme on 4 March 2005 in order to incentivise key management and staff of CAM.

For further details about the CAM Share Option Scheme please visit www.crosby.com/en/cam
Substantial Shareholders

As at 31 December 2007, the following persons, other than the Directors of the Company, had interests in the ordinary shares of the Company as recorded in the register:

NameNumber or approximate attributable number of ordinary sharesAggregate long position in underlying shares of the CompanyApproximate percentage or approximate attributable percentage holding of ordinary shares currently in issue and/or percentage which the aggregate long position in underlying shares of the Company represents to the total ordinary share capital of the Company in issue
Deutsche Bank Aktiengesellschaft1,278,000432,874,00614.10%
PMA Capital Management Limited (1)388,926,005-12.67%
TBV Holdings Limited (2)302,055,000-9.84%
ECK & Partners Limited (3)224,883,647-7.32%
PMA Prospect Fund (1)202,414,000-6.59%
TW Indus Limited (4)193,399,147-6.30%
Diversified Asia Strategies Fund (1) 188,208,147-6.07%
(1)PMA Capital Management Limited is the investment advisor of PMA Prospect Fund and Diversified Asia Strategies Fund, which are Independent Third Parties. The interest of PMA Prospect Fund in 202,414,000 ordinary shares and 186,512,005 ordinary shares respectively are included in the interest of PMA Capital Management Limited in 388,926,005 ordinary shares.
(2)TBV Holdings Limited is a company wholly-owned by the Kuwait Fund for Arab Economic Development, a development finance agency owned by the government of Kuwait.
(3)Since Ilyas Tariq Khan is entitled to exercise more than one third of the voting power at general meetings of ECK & Partners Limited, the interest of ECK & Partners Limited in 224,883,647 ordinary shares is duplicated in the 495,585,870 ordinary shares in which Ilyas Tariq Khan is interested as a Director.
(4)TW Indus Limited held a direct interest in 188,208,147 ordinary shares. Ilyas Tariq Khan was beneficially interested in 100% of the share capital of TW Indus Limited and, therefore, Ilyas Tariq Khan was also interested in these 193,399,147 ordinary shares which are duplicated within the 500,776,870 ordinary shares in which Ilyas Tariq Khan was interested as a Director.


Interests in the non-voting convertible deferred shares of the Company

 Name

Number or approximate attributable number of non-voting convertible deferred shares

Percentage which the aggregate long position in non-voting convertible deferred shares represents to the total non-voting convertible deferred shares currently in issue

Simon Jeremy Fry (Note)

292,500,000

100%


Note : Simon Jeremy Fry is the Chief Executive Officer of Crosby Asset Management Inc. (formerly Crosby Capital Partners Inc.), which is a 82.33% subsidiary of the Company as at 31 December 2007. Further to the Company's announcement dated 31 March 2004, 292,500,000 non-voting convertible deferred shares were allotted to Simon Jeremy Fry. Simon Jeremy Fry has also held a direct interest in 110,186,587 ordinary shares. Simon Jeremy Fry was also granted 60 million options to subscribe for ordinary shares in the Company at an exercise price of HK$0.77 per share on 26 April 2006.

Director's Interests

As at 31 December 2007, the interests of the Directors or any chief executive of the Company in the shares and underlying shares of the Company and any of its associated corporations as recorded in the register were:

Name of DirectorAggregate long position in ordinary shares of the CompanyPercentage which the aggregate long position in ordinary shares represents to the total ordinary shares of the Company in issue
Ilyas Tariq Khan (1, 2)500,776,87016.31%
Johnny Chan Kok Chung167,650,5925.46%
Joseph Tong Tze Kay5,000,0000.16%
Daniel Yen Tzu Chen2,000,0000.07%
Peter McIntyre Koenig3,500,0000.11%
(1)TW Indus Limited held 193,399,147 ordinary shares. TW Indus Limited was beneficially wholly-owned by Ilyas Tariq Khan.
(2)ECK & Partners Limited held 224,883,647 ordinary shares. ECK & Partners Limited was beneficially owned as 88.86% by Ilyas Tariq Khan. Since Ilyas Tariq Khan is entitled to exercise more than one third of the voting power at general meetings of ECK & Partners Limited, he is deemed to be interested in 224,883,647 ordinary shares owned by ECK & Partners Limited.


The Directors have interests in the underlying shares of the Company arising from unlisted share options (physically settled equity derivatives) granted under the Company's Share Option Scheme:

Name of DirectorDate of grantSubscription priceAggregate long position in underlying shares of the CompanyPercentage which the aggregate long position in underlying shares of the Company represents to the total ordinary share capital of the Company in issue
    %
Ilyas Tariq Khan26 April 2006HK$0.77060,000,0001.95
     
Johnny Chan Kok Chung26 April 2006HK$0.77060,000,0001.95
     
Ahmad S. Al-Khaled24 March 2006HK$0.7705,000,000 
 29 January 2007 HK$0.3652,500,000 
   7,500,0000.24
     
Daniel Yen Tzu Chen24 March 2006HK$0.7705,000,000 
 29 January 2007HK$0.3652,500,000 
   7,500,0000.24
     
Peter McIntyre Koenig24 March 2006HK$0.7705,000,000 
 29 January 2007HK$0.3652,500,000 
   9,500,0000.24
     
     
Joseph Tong Tze Kay24 March 2006HK$0.7705,000,000 
 29 January 2007HK$0.3652,500,000 
   9,500,0000.24


 
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