FGV Annual Report 2016

FELDA GLOBAL VENTURES HOLDINGS BERHAD 338 FINANCIAL REPORT NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016 59 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (a) On 3 February 2016, the Company established a long term incentive plan ("LTIP") in the form of employee share grant scheme. Pursuant to the LTIP, the Company shall award the grant of up to 10% of the issued and paid-up ordinary share capital of the Company (excluding treasury shares, if any) at any point of time during the duration of the LTIP, to the employees of the Company and its subsidiaries (excluding subsidiaries which are dormant) ("Group") and Executive Directors of the Company who fulfil the eligibility criteria as Eligible Employees. The LTIP is served to attract, retain, motivate and reward Selected Eligible Employees for their contribution to the Group through the conditional awards of ordinary shares of RM1.00 each in the Company shares ("Grants") without any consideration payable by the Selected Employees, subject to the certain vesting conditions. The LTIP shall be implemented and administered by a committee ("LTIP Committee"), comprising, among others, directors and senior management of the Group appointed by the Board. (b) On 26 February 2016, FGVD entered into two (2) conditional sale and purchase agreements ("SPA") for the transfer of 81,566,106 issued and paid-up ordinary shares of Zhong Ling Nutri-Oil Holdings Limited ("Zhong Ling"), representing approximately 55% of the issued and paid-up share capital of the Zhong Ling from Zhong Hai Investment Holdings Limited ("Zhong Hai") and the other vendors for a total purchase consideration of RM976.25 million. On 4 March 2016, FGVD and the Vendors, by way of an exchange letters ("Extension Letters"), mutually agreed to extend the period to satisfy the condition precedent of the SPA from 4 March 2016 to 18 March 2016, or any other date as may be mutually agreed upon by parties. On 7 March 2016, based on the Company's reply to Bursa Malaysia Securities Berhad's ("Bursa") query on 3 March 2016, Bursa has written to the Company to inform that the proposed acquisition would be subject to Company's shareholders' approval in compliance with Chapter 10 of the Main Market Listing Requirements. On 14 March 2016, the Board of Directors announced and clarified that the terms and conditions of SPA were made at arm's length and in the ordinary course of commercial negotiations. As a result of the negotiations and based on parties having commenced the application process for approvals from the regulators in April 2015. Parties agreed that the conditions precedent are to be fulfilled within 5 Business Days. Under no circumstances, the Board of Directors of the Company imposes an express or implied obligation on the regulators to process and approve any approvals in connection with the proposed acquisition within any time agreed by the parties in SPA. On 16 March 2016, the Board of Directors of the Company has obtained the requisite approval from the Ministry of Finance via letter to proceed with the proposed acquisition (Approval). The said Approval is one of the conditions precedent to be satisfied under SPA. On 18 March 2016, the Board of Directors announced that vide extension letters from Vendors and Zhong Hai, Parties have mutually agreed to further extend the CP Completion Date of SPA to a day not later than 8 April 2016, or such other date as may be mutually agreed upon in writing and Contracts for Services for Key Personnel and Shareholders' Agreement have been executed today.