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annual report | 2012 Gunung Capital Berhad (330171-P) 74 NOTES TO THE FINANCIAL STATEMENTS (cont’d) 31 DECEMBER 2012 15 SHARE CAPITAL Group and Company No. of shares Unit 2012 2011 Value RM No. of shares Unit a) Authorised: Ordinary shares of RM0.40 each 250,000,000 100,000,000 250,000,000 100,000,000 b) Issued and fully paid: Ordinary shares of RM0.40 each At 1 January 100,947,814 40,379,126 100,708,000 40,283,200 Private placement 10,000,000 4,000,000 - - Exercise of warrants 1,593,584 637,433 239,814 95,926 At 31 December 112,541,398 45,016,559 100,947,814 40,379,126 Value RM (a) During the financial year, 10,000,000 new ordinary shares of RM0.40 each were issued by the Company through a private placement exercise at an issue price of RM0.61 per share. The new ordinary shares issued ranked pari passu in all respects with the existing ordinary shares of the Company. (b) During the financial year, 1,593,584 new ordinary shares of RM0.40 each were issued by the Company for cash consideration arising from the exercise of Warrants 2003/2013 at an exercise price or RM0.40 per share. The new ordinary shares issued ranked pari passu in all respects with the existing ordinary shares of the Company. (c) Warrants 2003/2013 Pursuant to a deed poll dated 20 August 2003, the Company issued 15,999,200 detachable warrants on 13 October 2003 in conjunction with a rights issue of 15,999,200 new ordinary shares of RM1.00 each in the Company. Each warrant entitles the registered holder at any time during the exercise period from 13 October 2003 to 13 October 2013 to subscribe for 1 new ordinary share of RM1.00 each in the Company at an exercise price of RM1.00 per share. With effect from 10 September 2010, the 15,999,200 unexercised warrants were adjusted to an exercise price of RM0.40 per share consequential to the Company’s capital reduction exercise. On 11 October 2010, an additional 6,414,377 warrants were issued at an exercise price of RM0.40 per share in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. As at 31 December 2012, 1,833,398 warrants have been exercised and there were 20,580,179 unexercised warrants at an exercise price of RM0.40 per share. (d) Warrants 2010/2020 Pursuant to a deed poll dated 3 September 2010, the Company issued 25,177,000 detachable warrants on 11 October 2010 in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. Each warrant entitles the registered holder at any time during the exercise period from 11 October 2010 to 11 October 2020 to subscribe for 1 new ordinary share of RM0.40 each in the Company at an exercise price of RM0.50 per share. As at 31 December 2012, none of the aforesaid warrants has been exercised and there were 25,177,000 unexercised warrants at an exercise price of RM0.50 per share.
NOTES TO THE FINANCIAL STATEMENTS (cont’d) 31 DECEMBER 2012 16 RESERVES 2012 RM Group Company Non-distributable Share premium 2,200,412 100,411 2,200,412 100,411 Warrant reserve 1,007,080 1,007,080 1,007,080 1,007,080 Equity transaction reserve (5,539,921) (5,549,320) - - 2011 RM 2012 RM 2011 RM (2,332,429) (4,441,829) 3,207,492 1,107,491 Distributable Retained earnings / (accumulated losses) 20,645,726 8,058,381 1,652,154 (1,321,882) Total 18,313,297 3,616,552 4,859,646 (214,391) The movement of each category of the reserves during the financial year are disclosed in the statements of changes in equity. The nature and purpose of each category of reserves are as follows: a) Share premium reserve This reserve comprises the premium paid on subscription of shares in the Company over and above the par value of the shares. b) Warrant reserve This reserve relates to Warrants 2010/2020 as disclosed in Note 15(d). c) Equity transaction reserve The equity transaction reserve comprises the differences between the share of non-controlling interests in subsidiaries acquired / disposed and the consideration paid / received. d) Retained earnings / (accumulated losses) Effective 1 January 2008, Malaysian companies are given the option to make an irrevocable election to move to a single tier system or continue to use their tax credits under Section 108 of the Income Tax Act, 1967 for the purpose of dividend distribution until the tax credits are fully utilised or latest by 31 December 2013. During the transitional period, the Company may utilise the tax credit in the Section 108 balance as at 31 December 2007 to distribute cash dividend payments to ordinary shareholders as defined under the Finance Act, 2007. However, the Company has elected to discontinue utilising its tax credit under Section 108 of the Income Tax Act, 1967 with effect from the previous financial year. Accordingly, tax on the Company’s profits is a final tax, and dividends distributed to shareholders will be exempted from tax. Gunung Capital Berhad (330171-P) 75 annual report | 2012
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