Notes to the Financial Statements - Swissco Holdings Limited

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