UOB Annual Report 2002 - United Overseas Bank

Directors’ Report
for the financial year ended 31 December 2002
Issue of Shares and Debentures (continued)
(b) Details of issues of shares by subsidiaries during the financial year are set out below.
The following subsidiaries issued shares at par which were fully paid up in cash to provide additional working capital:
Number of Type of Issue Price Par Value
Shares Issued Shares Paid in Cash Per Share
Tye Hua Investments Pte Ltd 942,599,998 Ordinary $942,599,998 $1
UOB Capital Management Pte Ltd 26,600,000 Ordinary $26,600,000 $1
UOB Holdings (USA) Inc. 960,000 Preference US$960,000 US$1
(equivalent to
$1,666,464)
UOB Global Capital LLC 960,000 Preference US$960,000 US$1
(equivalent to
$1,666,464)
Industrial & Commercial Property (S) Pte Ltd 30,000,000 Ordinary $30,000,000 $1
UOB Investment Advisor (Taiwan) Ltd 1,300,000 Ordinary TWD13,000,000 TWD10
(equivalent to
$648,889)
UOB Radanasin Bank Public Company Limited 149,999,642 Ordinary THB1,499,996,420 THB10
(equivalent to
$60,364,956)
In addition, UOB Venture Management (Shanghai) Co., Ltd increased its registered share capital by RMB128,696,165
(equivalent to $26,989,915).
(c)
In addition, during the financial year, Overseas Union Trust Limited (“OUT”) issued the following ordinary shares of $1 each to
option holders who exercised their rights in connection with the OUT Share Option Scheme:
Subscription Price
Per Share, Paid in Cash
$
Number of Ordinary Shares
of $1 Each in OUT
2.52 112,000
3.89 29,000
141,000
On 19 December 2002, pursuant to a scheme of arrangement under Section 210 of the Companies Act, Cap. 50, OUT effected
the following in respect of its ordinary shares:
(i)
(ii)
32,703,226 shares held by all shareholders (referred to as “Scheme Shareholders” representing the minority interests of
47.11%) other than the Bank were cancelled by way of a capital reduction in exchange for a cash consideration of
$4.60 per share or a total consideration of $150,434,840 paid by the Bank to the Scheme Shareholders; and
32,703,226 new shares equal in number to such cancelled shares held by the Scheme Shareholders were issued and
allotted by OUT, credited as fully paid up, to the Bank and its nominees.
As a result, the Bank held 100% of the issued share capital of OUT. OUT was delisted from the Singapore Exchange on
20 December 2002.
All newly issued shares rank pari passu in all respects with the previously issued shares.
(d)
There was no other issue of shares or debentures by the Bank or any other corporation in the Group during the financial year.
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