Reference is made to the Interra Share Option Plan which was approved by shareholders of Interra Resources Limited at an extraordinary general meeting held on 30 April 2007.
All terms used herein shall be as defined in the Rules of the Interra Share Option Plan (annexed to the circular dated 5 April 2007).
The Board of Directors of the Company wishes to announce that its Remuneration Committee has resolved to modify the provisions relating to the determination of the Exercise Price for each Share in respect of which an Option is exercisable. The current rules under the Interra Share Option Plan provide, inter alia, that the Exercise Price which shall be determined by the Remuneration Committee in its absolute discretion shall be either (a) equal to the Market Price or (b) a price which is set at a premium to the Market Price provided that the maximum premium in respect of any Option shall not exceed ten (10) per cent. of the Market Price (Rule 8).
It is proposed that Rule 8 be amended such that the limit on the maximum premium of ten (10) per cent. be removed. Therefore, the Remuneration Committee will have the absolute discretion to determine that the Exercise Price shall be equal to the Market Price or a price which is set at any premium to the Market Price. The Proposed Amendments may result in a greater amount of funds being injected by way of capital into the Company upon the issuance of Shares.
The removal of the maximum limit on the quantum of the premium would also provide the Remuneration Committee with the complete flexibility to determine the quantum of the premium depending on different circumstances. This flexibility will enable the Remuneration Committee to motivate Participants more appropriately to achieve goals set by the Company.
The Remuneration Committee confirms that the Proposed Amendments are not to the advantage to the Participants and are not prejudicial to the interest of Shareholders. The Singapore Exchange Securities Trading Limited has given approval in-principle to the Proposed Amendments. This approval in-principle is not an indication of the merits of the Company, the New Shares and the Proposed Amendments. A written notice of the Proposed Amendments (which shall take immediate effect) will be provided to all Participants.
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