160
AirAsia X Berhad • Annual Report 2014
NOTES TO THE FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2014
26 SHARE CAPITAL (CONTINUED)
On 10 May 2013, all the outstanding 42,666,667 Redeemable Convertible Preference Shares (“RCPS”) of RM1 each in the Company was converted on a one-to-one basis, into
42,666,667 new ordinary shares of RM1 each in the Company, without consideration. On 13 May 2013, the Company cancelled its authorised share capital for RCPS of RM1
each, amounting to RM50,000,000.
In the previous financial year, the Company implemented the following transactions as part of an initial public offering (“IPO”) exercise:
(i)
On 13 May 2013, the Company subdivided all of its existing 266,666,668 ordinary shares of RM1 each into 1,777,777,787 ordinary shares of RM0.15 each, by way of
every three (3) ordinary shares of RM1 each into twenty (20) ordinary shares of RM0.15 each in the Company. On that same date, the Company increased its authorised
share capital from RM270,000,000 to RM500,000,000, comprising 3,333,333,333 shares of RM0.15 each by the creation of 1,533,333,333 ordinary shares of RM0.15
each;
(ii)
On 10 June 2013, the Company issued a Prospectus in conjunction with an IPO of up to 790,123,500 ordinary shares of RM0.15 each in the Company, comprising an offer
for sale of up to 197,530,900 existing ordinary shares of RM0.15 each and a public issue of 592,592,600 new ordinary shares of RM0.15 each to retail and institutional
investors at a retail price of RM1.25 per share;
(iii)
In conjunction with the IPO, the Company implemented an Employee Share Option Scheme (“ESOS”) to recognise the contribution of the Eligible Employees of up to
9,550,000 ESOS new ordinary shares of RM0.15 each, to be issued and awarded upon the terms and conditions of the By-Laws of the ESOS.
The entire enlarged issued and paid up ordinary share capital of RM355,555,558 comprising 2,370,370,387 ordinary shares of RM0.15 each were listed and quoted on the
Official List of the Main Market of Bursa Malaysia Securities Berhad on 10 July 2013.
EMPLOYEE SHARE OPTION SCHEME (“ESOS”)
The Company had implemented an ESOS which entails the issuance of up to ten percent (10%) of the issued and paid-up share capital of the Company at any one time pursuant
to the exercise of options to be granted under the ESOS, to full-time eligible employees of the Group (“ESOS Options”). The tenure of the ESOS shall be five (5) years with an
option to extend for a further five (5) years, subject to a maximum duration of ten (10) years. The ESOS is governed by the By-Laws which were approved by the shareholders
on 12 October 2012.
The main features of the ESOS are as follows:
(a)
The maximum number of ordinary shares, which may be allotted pursuant to the exercise of options under the Scheme, shall not exceed ten per cent (10.0%) of the
issued and paid-up share capital of the Company at any point in time during the duration of the Scheme.
(b)
The ESOS Committee has been appointed and duly authorised by the Board (and governed by the By-Laws) may, at its absolute discretion, offer such number of ESOS
Options to the Eligible Employees during the subsistence of the ESOS, provided that such number of new Shares issued under the ESOS Options granted shall not
exceed the maximum number permitted under the Listing Requirements, the By-Laws and any laws, regulations and guidelines issued by other relevant authorities.
(c)
An Eligible Employee who accepts an offer of ESOS Option must return, on or before the expiry date, the duly completed prescribed acceptance form accompanied by
the payment of the sum of RM1.00 as a consideration for acceptance of that offer. If that offer is not accepted in such manner, the offer shall, upon the expiry date,
automatically lapse and be null and void.
(d)
The subscription price, in respect of options granted prior to the date of listing in Bursa Malaysia, shall be RM1.25 per share.
(e)
The options granted are exercisable one year beginning from the date of grant.
The shares to be allotted and issued upon any valid exercise of options will, upon such allotment and issuance, rank pari passu in all respects with the existing and issued
shares except that such shares so issued will not be entitled to any dividends, rights, allotments and/or any other distributions which may be declared, made or paid to
shareholders prior to the date of allotment of such shares. The options shall not carry any right to vote at a general meeting of the Company.
