Share Capital
As of 30 June 2010 Crosby Capital Limited had the following authorised and issued share capital outstanding:
| | Number of Ordinary shares | Number of convertible redeemable preference shares | Value US$'000 | | Authorised (par value of US$0.01 each) | | At 30 June 2010 | 2,000,000,000 | 100,000 | 20,001 | | Issued and fully paid (par value of US$0.01 each) | | At 30 June 2010 | 330,597,984 | - | 3,306 |
Share Option Schemes
The Company had the following share options outstanding at 30 June 2010:
| Date of grant | Options outstanding | Options exercise price per share | Options exercisable as at 30.6.2010 | Contractual life | | 27 March 2002 | 30,000 | HK$0.704 | 30,000 | 10 years | | 24 March 2006 | 2,000,000 | HK$7.700 | 2,000,000 | 10 years | | 26 April 2006 | 12,000,000 | HK$7.700 | 12,000,000 | 10 years | | 29 January 2007 | 1,000,000 | HK$3.650 | 1,000,000 | 10 years | | 11 February 2008 | 7,750,000 | HK$1.800 | 4,650,000 | 10 years | | 29 December 2008 | 2,000,000 | HK$0.180 | 600,000 | 10 years | | | 24,780,000 | | 20,280,000 | |
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
- the closing price of the shares of the Company on the Stock Exchange on the date of grant of the particular option or
- 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
- 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:
- the first 30% of the options between the first and tenth anniversary of the date of grant;
- the next 30% of the options between the second and tenth anniversary of the date of grant; and
- 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 86.45% subsidiary of the Company at 30 June 2010, 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 30 June 2010, the following persons, other than the Directors of the Company, had interests in the ordinary shares of the Company as recorded in the register:
| Name | Number or approximate attributable number of ordinary shares | Aggregate long position in underlying shares of the Company | Approximate 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 | | TBV Holdings Limited (Note 1) | 30,205,500 | - | 9.14% | | ECK & Partners Limited (Note 2) | 22,488,364 | - | 6.80% | | TW Indus Limited (Note 3) | 19,339,914 | - | 5.85% |
| (1) | 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. | | (2) | 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 22,488,364 ordinary shares is duplicated in the50,077,685 ordinary shares in which Ilyas Tariq Khan is interested as a Director. | | (3) | TW Indus Limited held a direct interest in 19,339,914 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 19,339,914 ordinary shares which are duplicated within the 50,077,685 ordinary shares in which Ilyas Tariq Khan was interested as a Director. |
Director's Interests
As at 30 June 2010, 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 Director | Aggregate long position in ordinary shares of the Company | Percentage which the aggregate long position in ordinary shares represents to the total ordinary shares of the Company in issue | | Ilyas Tariq Khan (1, 2) | 50,077,685 | 15.15% | | Johnny Chan Kok Chung | 16,765,058 | 4.73% | | Joseph Tong Tze Kay | 500,000 | 0.15% | | Peter McIntyre Koenig | 350,000 | 0.11% | | Daniel Yen Tzu Chen | 200,000 | 0.06% |
| (1) | TW Indus Limited held 19,339,914 ordinary shares. TW Indus Limited was beneficially wholly-owned by Ilyas Tariq Khan. | | (2) | ECK & Partners Limited held 22,488,364 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 22,488,364 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 Director | Date of grant | Subscription price | Aggregate long position in underlying shares of the Company | Percentage 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 Khan | 26Apr2006 | HK$7.70 | 6,000,000 | | | | 11Feb2008 | HK$1.80 | 2,500,000 | | | | | |
| | | | | | 8,500,000 | 2.57 | | | | | | | | Johnny Chan Kok Chung | 26Apr2006 | HK$7.70 | 6,000,000 | | | | 11Feb2008 | HK$1.80 | 3,000,000 | | | | | |
| | | | | | 9,000,000 | 2.72 | | | | | | | | Ahmad S. Al-Khaled | 24Mar2006 | HK$7.70 | 500,000 | | | | 29Jan2007 | HK$3.65 | 250,000 | | | | 11Feb2008 | HK$1.80 | 500,000 | | | | 29Dec2008 | HK$0.18 | 500,000 | | | | | |
| | | | | | 1,750,000 | 0.53 | | | | | | | | Daniel Yen Tzu Chen | 24Mar2006 | HK$7.70 | 500,000 | | | | 29Jan2007 | HK$3.65 | 250,000 | | | | 11Feb2008 | HK$1.80 | 500,000 | | | | 29Dec2008 | HK$0.18 | 500,000 | | | | |
| | | | | | 1,750,000 | 0.53 | | | | | | | | Peter McIntyre Koenig | 24Mar2006 | HK$7.70 | 500,000 | | | | 29Jan2007 | HK$3.65 | 250,000 | | | | 11Feb2008 | HK$1.80 | 500,000 | | | 29Dec2008 | HK$0.18 | 500,000 | | | | |
| | | | | | 1,750,000 | 0.53 | | | | | | | | | | | | | | Joseph Tong Tze Kay | 24Mar2006 | HK$7.70 | 500,000 | | | | 29Jan2007 | HK$3.65 | 250,000 | | | | 11Feb2008 | HK$1.80 | 500,000 | | | 29Dec2008 | HK$0.18 | 500,000 | | | | |
| | | | | | 1,750,000 | 0.53 |
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