Basic HTML Version
Escher Group Holdings plc
Annual report 2011
51
Financial statements
Corporate governance
Business review
Overview
21. Share capital and premium
continued
The rights attaching to the B convertible ordinary shares mirror the rights attaching to the A ordinary shares except that
B convertible ordinary shares do not carry the right to vote or attend at general meetings of the company. The Group has
the right to buy back or redeem at nominal amount 100% of the shares issued if the employee ceases employment with the
Group within twelve months of the date of their commencement of employment. The shares are convertible immediately prior
to a realisation of the company (including an IPO) to A Ordinary shares on a one to one basis. Such conversion shall be effected
to the extent permitted by law in any manner as the directors shall from time to time determine. The B convertible ordinary
shares are not transferable except as may be agreed by holders of 75% or greater of the A ordinary shares.
On 5 February 2010, 2,250 B convertible shares and on 20 December 2010 650 A ordinary shares were issued to management
of the Group at par value. The fair value of this award was valued by reference to the capital asset pricing model and a charge
of US$267,000 has been recorded as a capital contribution (note 7).
On 15 July 2011, there was a 3 for 1 bonus issue of shares through a capitalisation of reserves. This brought the issued share
capital to €40,000, to meet the minimum requirements (€38,094) for a public limited company under Irish company law.
On 2 August 2011, the share capital was subdivided into €0.005 shares (2010: €0.10).
On 2 August 2011, prior to the Initial Public Offering (IPO), 428,000 B shares were re-designated as ordinary shares and the
remaining 19,572,000 authorised but unissued B convertible shares were cancelled.
On 2 August 2011, the Group increased its authorised share capital to 201 million shares by the creation of 572,000 ordinary shares.
On 8 August 2011, 9 million shares were issued in an IPO raising US$65,000 in share capital and US$24.4 million in share premium,
against which US$3.5 million of directly attributable costs have been netted against this amount.
22. Reserves
Group
Cumulative
foreign
translation
reserve
US$’000
Share based
payments
US$’000
Total
US$’000
At 1 January 2010
(382)
158
(224)
Movement in the year
301
—
301
Share based payments (see note 6)
—
267
267
At 31 December 2010
(81)
425
344
At 1 January 2011
(81)
425
344
Movement in the year
(366)
—
(366)
Share based payments
—
539
539
At 31 December 2011
(447)
964
517
The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial
statements of subsidiaries where the functional currency is not US Dollar.
The increase in the share based reserve relates to shares issued in lieu of services received. The fair value of the shares granted was
determined by reference to the listed market price the grant date. In total 196,835 shares were granted at a price of £1.70 per share.
Company
Capital
contribution
US$’000
Total
US$’000
At 1 January 2010
158
158
Capital contribution in respect of employee share based payments (see note 6)
267
267
At 31 December 2010
425
425
At 1 January 2011
425
425
Share based payments
539
539
At 31 December 2011
964
964