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 shares | Number of convertible redeemable preference shares | Number of non-voting convertible deferred shares | Value US$'000 | | Authorised (par value of US$0.001 each) | | At 31 December 2007 | 20,000,000,000 | 1,000,000 | | 20,001 | | Issued and fully paid (par value of US$0.001 each) | | At 31 December 2007 | 3,070,381,256 | - | 292,500,000 | 3,363 |
Share Option Schemes
The Company had the following share options outstanding at 31 December 2007:
| Date of grant | Options outstanding | Options exercise price per share | Options exercisable as at 30.6.2007 | Contractual life | | 27 March 2002 | 300,000 | HK$0.0704 | 300,000 | 10 years | | 24 March 2006 | 40,000,000 | HK$0.7700 | 12,000,000 | 10 years | | 26 April 2006 | 180,000,000 | HK$0.7700 | 54,000,000 | 10 years | | 29 January 2007 | 10,000,000 | HK$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
- 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 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:
| 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 | | Deutsche Bank Aktiengesellschaft | 1,278,000 | 432,874,006 | 14.10% | | 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 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) | 500,776,870 | 16.31% | | Johnny Chan Kok Chung | 167,650,592 | 5.46% | | Joseph Tong Tze Kay | 5,000,000 | 0.16% | | Daniel Yen Tzu Chen | 2,000,000 | 0.07% | | Peter McIntyre Koenig | 3,500,000 | 0.11% |
| (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 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 | 26 April 2006 | HK$0.770 | 60,000,000 | 1.95 | | | | | | | | Johnny Chan Kok Chung | 26 April 2006 | HK$0.770 | 60,000,000 | 1.95 | | | | | | | | Ahmad S. Al-Khaled | 24 March 2006 | HK$0.770 | 5,000,000 | | | | 29 January 2007 | HK$0.365 | 2,500,000 | | | | | | 7,500,000 | 0.24 | | | | | | | | Daniel Yen Tzu Chen | 24 March 2006 | HK$0.770 | 5,000,000 | | | | 29 January 2007 | HK$0.365 | 2,500,000 | | | | | | 7,500,000 | 0.24 | | | | | | | | Peter McIntyre Koenig | 24 March 2006 | HK$0.770 | 5,000,000 | | | | 29 January 2007 | HK$0.365 | 2,500,000 | | | | | | 9,500,000 | 0.24 | | | | | | | | | | | | | | Joseph Tong Tze Kay | 24 March 2006 | HK$0.770 | 5,000,000 | | | | 29 January 2007 | HK$0.365 | 2,500,000 | | | | | | 9,500,000 | 0.24 |
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