60 VTech Holdings Limited
Annual Report 2014
Notes to the Financial Statements
16 Share Capital, Share Options and Share
Purchase Scheme
(Continued)
(c) Share Purchase Scheme
On the Adoption Date, the Company adopted the Share Purchase
Scheme, which is a share incentive award scheme for the purpose
of incentivising employees and attracting suitable personnel for
the continuous development of the Group. Eligible participants
of the Share Purchase Scheme include Directors, officers and
employees of any member of the Group as the Remuneration
Committee may determine or approve. The Awarded Shares will be
the existing shares, which will be purchased on the Stock Exchange
by the independent trustee with funds provided by the Company,
and will be awarded in such manner as the Remuneration
Committee may determine or approve. The maximum number of
shares that can be held by the trustee under the Share Purchase
Scheme is limited to 3% of the issued share capital of the
Company from time to time (excluding shares which have already
been transferred to employees on vesting). The Share Purchase
Scheme shall be valid and effective for a term of 20 years from the
Adoption Date. The Awarded Shares will be granted to the eligible
participants subject to the applicable conditions and vesting
period as determined by the Remuneration Committee.
On 26 March 2013, the Company further adopted an Addendum to
the Share Purchase Scheme for the French Subplan. The Awarded
Shares will be granted to the eligible French employees pursuant
to the Share Purchase Scheme and the French Subplan. The vesting
period applicable under the French Subplan shall not be less than
2 years following the date of the award and a further 2 years sales
restriction period as calculated from the date of the Awarded
Shares being transferred to the eligible French employees.
During the year ended 31 March 2014, 69,000 shares (2013:
79,400 shares) were acquired on the Stock Exchange pursuant
to the Share Purchase Scheme. The total amount paid to acquire
the shares during the financial year was US$1.0 million (2013:
US$0.9 million).
Details of the Awarded Shares (including those awarded pursuant
to the French Subplan) which have been granted during the years
ended 31 March 2013 and 31 March 2014 are as follows:
2014
2013
Date of award
(Note 1)
7 June 2013
15 June 2012
Average purchase cost per Awarded Share
HK$95.17
HK$74.16
Number of Awarded Shares granted
(Note 4)
112,800
95,900
Cost of related Awarded Shares
US$1.4million
US$0.9 million
Vesting Period
7 June 2013 to
13 June 2013
15 June 2012 to
14 July 2012
Vesting Period for the Awarded Shares
granted under the French Subplan
7 June 2015 to
13 June 2015
–
Notes:
(1)
The date of award refers to the date onwhich the Company issued the letter
of award to the eligible participants for the entitlement of the Awarded
Shares.
(2)
No Awarded Shares were granted to executive Directors or non-executive
Directors during the financial year.
(3)
No Awarded Shares were lapsed or cancelled during the financial year.
(4)
These Awarded Shares include 12,400 Awarded Shares granted under the
French Subplan during the financial year.
As at 31 March 2014, a total of 39,000 shares (2013: 82,800 shares)
were held in trust by the trustee under the Share Purchase
Scheme and 12,400 shares (2013: Nil) were held in trust by the
trustee under the French Subplan which were granted to the
eligible French employees and remain unvested. The trustee can
exercise the voting rights of the shares held in trust in any general
meetings as shareholder as it sees fit (and the Company has no
power to influence how the trustee should exercise this discretion).
Dividends derived from the shares held under the trust will be
reinvested to acquire further shares.
During the year ended 31 March 2014, share-based payment
expenses of US$1.4 million (2013: US$0.9 million) in respect
of the Awarded Shares were charged to the consolidated
income statement.
(d) Capital Management
The Group’s primary objectives when managing capital are to
safeguard the Group’s ability to continue as a going concern,
so that it can continue to provide returns for shareholders and
benefits for other stakeholders, by pricing products and services
commensurately with the level of risk and by securing access to
finance at a reasonable cost.
The Group actively and regularly reviews and manages its capital
structure to maintain a balance between the higher shareholder
returns that might be possible with higher levels of borrowings
and the advantages and security afforded by a sound capital
position, and makes adjustments to the capital structure in light of
changes in economic conditions.
The Group has no bank borrowings as at 31 March 2014 (2013:
$nil). Adjusted capital comprises all components of equity less
unaccrued proposed dividends.
In order to monitor its capital structure, the Group may adjust the
amount of dividends to be paid to shareholders, issue new shares,
return capital to shareholders or raise new debt financing.
The adjusted capital at 31 March 2013 and 31 March 2014 is
as follows:
The Group
The Company
2014
2013
2014
2013
(Restated)
US$ million
US$ million
US$ million
US$ million
Total equity
575.6
564.3
402.6
381.5
Less: Proposed
dividends
(160.6)
(160.2)
(160.6)
(160.2)
415.0
404.1
242.0
221.3
Neither the Company nor any of its subsidiaries are subject to
externally imposed capital requirements.
