41
DIRECTORS’ REPORT
For the financial year ended 31 December 2014
Share options
The Company established the Mencast Employee Share Option Scheme (the “ESOS”) on 30 May 2008 for
granting of options to full-time employees and directors of the Company and its subsidiaries. The total
number of ordinary shares over which the Company may grant under the ESOS shall not exceed 15% of
the issued share capital of the Company on the day preceding the date of grant.
The Scheme is administered by the Remuneration Committee (“RC”) which consists of directors (including
directors or persons who may be participants of the ESOS). A member of the RC who is also a participant
of the ESOS must not be involved in its deliberation in respect of options granted or to be granted to him.
The exercise price for each ordinary share in respect of which an option is exercisable shall be determined
by the Committee as follows:
(i)
at a price equal to the average of the last dealt prices for the five consecutive Market Days
immediately preceding the relevant date of grant of the relevant option; or
(ii)
at a price which is set at a discount to the Market Price provided that the maximum discount shall
not exceed 20% of the Market Price.
Options granted with the exercise price set at Market Price shall only be exercisable after 12 months of the
date of grant of that option. Options granted with the exercise price set at a discount to Market Price shall
only be exercisable after 24 months from the date of grant of that option. Options granted under the ESOS
will have a life span of ten years.
Under the rules of the ESOS, there are no fixed periods for the grant of options. As such, offers for the
grant of options may be made at any time at the discretion of the RC. However, no options shall be granted
during the period of 30 days immediately preceding the date of announcement of interim or final results
(as the case may be).
In addition, in the event that an announcement on any matter of an exceptional nature involving
unpublished price sensitive information is imminent, offers may only be made after the second Market Day
from the date on which the aforesaid announcement is made.
The lapsing of option is provided for upon the occurrence of certain events, which include:
(a)
termination of the participant’s employment;
(b)
bankruptcy of the participant;
(c)
death of the participant;
(d)
take-over of the Company; and
(e)
the winding-up of the Company (voluntary or otherwise).
Since the commencement of the ESOS till the end of the financial year, no option has been granted under
the ESOS.
No shares have been issued during the financial year by virtue of the exercise of options to take up
unissued shares of the Company and its subsidiaries.
There were no unissued shares of the Company and its subsidiaries under option at the end of the
financial year.
