Annual Report 2004 67
18. Contributed Equity (continued)
(e) Maximum number of shares that may be acquired under share and option schemes
The aggregate number of:
(i) shares issued under and for the time being outstanding and subject to the terms of each employee share plan of the Company; and
(ii) unissued shares to which options are granted and for the time being outstanding under any employee or executive share option plan of
the Company;
cannot exceed 5% of the issued shares of all classes of the Company.
(f) Reset convertible preference shares redemption and buy-back
On 30 September 2004, through a redemption and buy-back arrangement, the Company cancelled its entire 3,500,000 reset convertible
preference shares on issue at that date. 2,865,821 shares were redeemed at face value and reinvested in redeemable convertible preference
shares, 489,774 shares were bought back for $105 each and cancelled, and 144,405 shares were redeemed at face value. This redemption and
buy-back resulted in an amount of $350,000,000 being debited against the Company’s capital account and an amount of $2,448,870 being
debited against retained profits representing the $5.00 premium paid over the issue price in the buy-back of the 489,774 reset convertible
preference shares.
(g) Redeemable convertible preference shares
On 30 September 2004, the Company issued 6,000,000 redeemable convertible preference shares at $100 each, which resulted in an amount of
$600,000,000 being credited to the Company’s capital account before deducting the costs of issue.
Under the terms of the redemption and buy-back, those shareholders whose reset convertible preference shares were redeemed at face value and
reinvested in redeemable convertible preference shares were entitled to a $5.00 per share special dividend which was paid on 7 October 2004.
Redeemable convertible preference shareholders receive a floating preferential, non-cumulative dividend which incorporates the value of franking
credits (i.e. it is on a grossed up basis), set at the Bank Bill Swap Rate for 180 day bills plus a margin. Dividends on redeemable convertible
preference shares are in priority to any dividend declared on ordinary class shares. Redeemable convertible preference shareholders are not
entitled to vote at any general meetings, except in the following circumstances:
(i) on a proposal:
(1) to reduce the share capital of the Company;
(2) that affects rights attached to the redeemable convertible preference shares;
(3) to wind up the Company; or
(4) for the disposal of the whole of the property, business and undertaking of the Company;
(ii) on a resolution to approve the terms of a buy-back agreement;
(iii) during a period in which a dividend or part of a dividend on the redeemable convertible preference shares is in arrears; or
(iv) during the winding up of the Company.
In the event of the winding up of the Company, redeemable convertible preference shares will rank for repayment of capital behind all creditors
of the Company, but ahead of the ordinary class shares.
The redeemable convertible preference shares may, at the sole discretion of the Company, be converted into ordinary class shares and/or exchanged.
(h) Restricted shares
On his appointment as Chief Executive Officer on 13 December 2000, 1,000,000 Restricted Shares were issued to Mr J C Ellice-Flint.
The Restricted Shares were issued for nil consideration and are held under a trust structure. The Restricted Shares carry rights to dividends and
bonus issues and allow Mr Ellice-Flint to instruct the trustee as to the exercise of voting rights. Legal title in the Restricted Shares will not pass
to Mr Ellice-Flint until he has completed five years continuous service with the Group or his employment is earlier terminated by the Company
(other than for cause).
SAN165 WWW Fins  30/3/05  11:55 AM  Page 67