FGV Annual Report 2012

95 F i n a n c i a l S t a t e m e n t s 2 0 1 2 P e n y a t a K e w a n g a n 34 REDEEMABLE AND NON-VOTING CONVERTIBLE PREFERENCE SHARES (“RCPS”) AND REDEEMABLE CUMULATIVE AND NON-VOTING CONVERTIBLE PREFERENCE SHARES (“RCCPS”) Group and Company Number of preference shares of RM0.01 each Amount 2012 2011 2012 2011 ‘000 ‘000 RM’000 RM’000 Authorised RCPS/RCCPS of RM0.01 each: At 1 January 1,250,000 1,250,000 12,500 12,500 Conversion (1,250,000) – (12,500) – At 31 December – 1,250,000 – 12,500 Issued and fully paid RCPS/RCCPS of RM0.01 each: At 1 January 900,539,500 1,005,194,738 9,005 10,052 Redeemed during thefinancial year – RCPS A (252,460,000) – (2,524) – – RCPS B (77,489,500) – (775) – – RCCPS A (164,030,000) – (1,640) – – RCCPS B (300,470,000) – (3,005) – – RCCPS C (69,970,000) – (700) – – RCCPS D (36,120,000) – (361) – – RCCPS E – (94,358,206) – (944) – RCCPS F – (10,297,032) – (103) (900,539,500) (104,655,238) (9,005) (1,047) At 31 December – 900,539,500 – 9,005 Financial year ended 31 December 2012 On 17 May 2012, the Company converted its 329,949,500 Redeemable and Non-voting Convertible Preference Shares (“RCPS”) and 570,590,000 Redeemable Cumulative and Non-voting Convertible Preference Shares (“RCCPS”) at a nominal value of RM0.01 and a premium of RM0.99 per shares into 900,539,500 ordinary shares of RM1.00 each, resulting in an increase in the issued and paid up share capital of the Company by RM900,539,500 from RM1,767,612,000 to RM2,668,151,500. Financial year ended 31 December 2011 On 30 December 2011, the Company fully redeemed the 104,655,238 Redeemable Cumulative and Non-voting Convertible Preference Shares (“RCCPS”) E and RCCPS F of RM0.01 each amounting to RM103,606,096 following the disposal of 100% equity interest of Felda Global Ventures Middle East Sdn Bhd (“FGVME”) to its ultimate holding body, Lembaga Kemajuan Tanah Persekutuan (“FELDA”) by the way of transferring 104,655,200 Redeemable and Non-voting Convertible Preference Shares (“RCPS”) B of RM0.01 each amounting to RM103,606,096 in FGVME held by the Company to FELDA to settle the total amount of prepaid Ijarah lease borne by the Company to FELDA. The key terms of RCPS were as follows: (i) The dividend payable is based on the performance of the investment to be declared by the Board of Directors of the Group and Company as they shall deem fit; (ii) The holder of the RCPS does not have the right to vote at any general meeting except for as stated in the Schedule 2 of the Subscription Agreement; (iii) The holder of the RCPS will be entitled to convert part or whole of the RCPS into ordinary shares of RM1 each on the basis of one RCPS for one new ordinary shares of RM1 each issued and fully paid-up on or before the redemption; and (iv) The Company will have the right at any time to redeem in whole or in part for RM1 for each RCPS issued.

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