Notes to the Financial Statements - Swissco Holdings Limited

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Notes to the Financial Statements For the financial year ended 31 December 2009 24. Share capital (continued) Share options (continued) Number of ordinary shares under option Beginning of financial year Granted during financial year Forfeited during financial year Exercised during financial year End of financial year Exercise price Exercise period Group and Company 2008 15.3.2005 50,000 – – (50,000) – S$0.256 15.3.2006 - 14.3.2015 15.3.2006 100,000 – – – 100,000 S$0.390 15.3.2007 - 14.3.2016 15.3.2007 350,000 – (200,000) – 150,000 S$0.587 15.3.2008 - 14.3.2012 15.3.2007 450,000 – – (225,000) 225,000 S$0.587 15.3.2008 - 14.3.2017 27.4.2007 1,000,000 – – (300,000) 700,000 S$0.678 27.4.2008 - 26.4.2017 15.3.2008 – 200,000 – – 200,000 S$0.760 15.3.2009 - 14.3.2013 15.3.2008 – 350,000 (50,000) – 300,000 S$0.760 15.3.2009 - 14.3.2018 29.4.2008 – 1,100,000 – – 1,100,000 S$0.810 29.4.2009 - 28.4.2018 1,950,000 1,650,000 (250,000) (575,000) 2,775,000 Out of the outstanding options for 4,700,000 (2008: 2,775,000) shares, options for 2,725,000 (2008: 1,175,000) shares are exercisable at the balance sheet date. No share options were exercised during the financial year. For share options exercised in 2008, the weighted average share price at the time of exercise was $0.62 per share. The fair value of options granted on 16 March 2009 and 30 April 2009 (2008: 15 March 2008 and 29 April 2008), determined using the Black Scholes valuation model was S$78,750 and S$253,000 respectively (2008: S$154,000 and S$363,000 respectively). The significant inputs into the model were share price of S$0.29 and S$0.36 (2008: S$0.76 and S$0.81) at the grant dates of 16 March 2009 and 30 April 2009 respectively (2008: 15 March 2008 and 29 April 2008 respectively), exercise prices shown as above, standard deviation of expected share price returns of 86.44% and 74.13% (2008: 80.26% and 71.06%), dividend yield of 2.13% and 3.51% (2008: 1.31% and 1.10%) respectively, the option life shown above and annual risk free rate of 0.38% to 0.74% (2008: 0.91% to 1.11%). The volatility measured as the standard deviation of expected share price returns was based on the historical share price data. Swissco International Limited Annual Report 2009 68
Notes to the Financial Statements For the financial year ended 31 December 2009 24. Share capital (continued) Share options (continued) On 25 February 2010, the Company entered into a conditional merger agreement with C2O Holdings Limited (“C2O”) as disclosed in Note 35. Under this conditional merger agreement, C2O shall make a proposal to the holders of the options (“Optionholders”) to buy out all of the outstanding and unexercised options (the “Option Proposal”) held by the Optionholders. The Option Proposal shall include, inter alia, the following terms: (i) C2O shall pay the Optionholders an amount in cash (the “Option Consideration”) for all the outstanding and unexercised options granted to and held by the Optionholders, vested or otherwise and in consideration thereof, the Optionholders shall waive all rights to: (a) (b) exercise such options into new shares; and exercise all or any of their rights as holders of such options. (ii) (iii) Optionholders who have accepted the Option Proposal shall surrender all their options for cancellation; and the Option Consideration in relation to each option shall be the amount (if positive) by which the Cash Consideration as defined under the merger agreement (Note 35) less the exercise price of that option. Where the exercise price of an option is equal to or more than the Cash Consideration, the Option Consideration for such option shall be a nominal amount of S$0.001. The Option Consideration shall be paid on the same date as the Cash Consideration. In accordance to the conditional merger agreement, new options shall not be granted in 2010. In lieu of these options, the Company shall compensate eligible employees and directors in cash computed based on such number of options recommended by the Company’s Remuneration Committee, multiplied by the cash value of each new option to be determined by an independent professional valuer. 25. Other reserves Group Company 2009 2008 2009 2008 $ $ $ $ (a) Composition: Share option reserve 968,572 605,133 968,572 605,133 Fair value reserve 22,072,044 13,394,365 25,846,046 18,705,920 23,040,616 13,999,498 26,814,618 19,311,053 Other reserves are non-distributable. 69 Annual Report 2009 Swissco International Limited
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Swissco International Limited Steer
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Corporate Profile Swissco Internati
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Ship Repair and Maintenance Small t
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Financial Summary FY2009 FY2008 FY2
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Chairman’s Statement Dividend The
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ENTRY INTO ACCOMMODATION WORK BOAT
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Fleet Composition Our fleet has gro
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Operations Review Our vessels AHT B
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SW Marine (M) Sdn Bhd 49% PT Swissc
Page 19 and 20: Board of Directors Mr Phillip Chan
Page 21 and 22: Key Management Mr Sam Kwai Hoong Ch
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Page 31 and 32: Directors' Report For the financial
Page 37 and 38: Statement by Directors For the fina
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Page 91 and 92: Notice of Sixth Annual General Meet
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Notes to the Financial Statements - Swissco Holdings Limited

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