FGV Annual Report 2012

96 Felda Global Ventures Holdings Berhad 34 REDEEMABLE AND NON-VOTING CONVERTIBLE PREFERENCE SHARES (“RCPS”) AND REDEEMABLE CUMULATIVE AND NON-VOTING CONVERTIBLE PREFERENCE SHARES (“RCCPS”) (continued) Financial year ended 31 December 2011 (continued) The key terms of RCCPS were as follows: (i) The dividend payable is based on the net proceed received by the Company to be declared by the Board of Directors of the Group and Company as they shall deem fit; (ii) The holder of the RCCPS 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 RCCPS will be entitled to convert part or whole of the RCCPS into ordinary shares of RM1 each on the basis of one RCCPS 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 RCCPS issued. 35 SHARE PREMIUM Group and Company 2012 2011 RM’000 RM’000 At 1 January 881,783 984,342 Redemption of RCPS/RCCPS (881,783) (102,559) Share premium recognised in conjunction with the IPO* 3,371,685 – At 31 December 3,371,685 881,783 * Share premium recognised in conjunction with the IPO are as follows: Group and Company 2012 RM’000 Share premium arising from the issuance of 980,000,000 new ordinary shares issued with a par value of RM1 each at fair value of RM4.55 per share (i) 3,453,277 Share based payment relating to 257,229,800 shares issued at RM4.45 per share (ii) 25,723 Share issue expenses (iii) (107,315) 3,371,685 (i) Share premium comprises the 980,000,000 new ordinary shares issued with a par value of RM1 each at a fair value of RM4.55 per share in conjunction with the listing and quotation of the Company’s shares on Main Market of Bursa Malaysia Securities Berhad. (ii) Of the 980,000,000 new ordinary shares issued, 257,229,800 shares were issued at an issue price of RM4.45 per share. The difference between the fair value and issue price was recognised as share based payment as tabulated below: Group and Company 2012 RM’000 Fair value of shares issued at RM4.55 per share 1,170,396 Issue price of shares at RM4.45 per share (1,144,673) Share based payment 25,723 (iii) Share issue expenses comprising underwriting fees, placement fees and brokerage fees totalling RM107,315,000 in relation to the IPO were set off against the share premium account during the financial year in accordance with Section 60 of Companies Act, 1965. Share premium is not available for distribution as cash dividends. Notes to the Financial Statements for the financial year ended 31 December 2012