Full Year Results -3 -10-
March 19 2009 - 3:01AM
UK Regulatory
+------------------+---------+----------+-----------+-------------+-------------+------------+---------+-------------+
| | | | | | | | | |
+------------------+---------+----------+-----------+-------------+-------------+------------+---------+-------------+
| Translation | | | | | 8,620 | | | 8,620 |
| gains | | | | | | | | |
+------------------+---------+----------+-----------+-------------+-------------+------------+---------+-------------+
| | | | | | | | | |
+------------------+---------+----------+-----------+-------------+-------------+------------+---------+-------------+
| As at 31 | 1,738 | 629,668 | 75,381 | (10,385) | 13,925 | (283,154) | 866 | 428,039 |
| December 2007 | | | | | | | | |
+---------------+--+------+--+---+------+-----------+----+--------+----------+--+---------+--+---------+------+------+
1The revaluation reserve is a component of shareholders' equity that is used to
record the difference between the market value of available for sale investments
carried on the balance sheet and the amortised cost. In addition it includes an
unrealised loss which arose as a result of the decision to reclassify the
portfolio of non-agency US mortgage-backed securities into the loans and
receivables category and carry them at amortised cost. The unrealised loss in
respect of these assets is the difference between the market value and amortised
cost as at 1 July 2008 and this loss is being amortised through the income
statement using the effective interest method from the date of reclassification.
2Movements in the unrealised gains and losses arising from the translation of
the Group's assets and liabilities denominated in functional currencies of the
Group are shown in the hedging and translation reserve.
30 Share capital
+---------------------------------------+------------+-----------+------------+-----------+
| | | As at | | As at |
+---------------------------------------+------------+-----------+------------+-----------+
| | 31 December 2008 | 31 December 2007 |
+---------------------------------------+------------------------+------------------------+
| | Number | $'000 | Number | $'000 |
| | '000s | | '000s | |
+---------------------------------------+------------+-----------+------------+-----------+
| Authorised: | | | | |
+---------------------------------------+------------+-----------+------------+-----------+
| Common shares of $0.01 | 1,000,000 | 10,000 | 1,000,000 | 10,000 |
+---------------------------------------+------------+-----------+------------+-----------+
| Total authorised | 1,000,000 | 10,000 | 1,000,000 | 10,000 |
+---------------------------------------+------------+-----------+------------+-----------+
| | | | | |
+---------------------------------------+------------+-----------+------------+-----------+
| Allotted, called up and fully paid: | | | | |
+---------------------------------------+------------+-----------+------------+-----------+
| Common shares of $0.01 | 173,769 | 1,738 | 173,788 | 1,738 |
+---------------------------------------+------------+-----------+------------+-----------+
| Total allotted, called up share | 173,769 | 1,738 | 173,788 | 1,738 |
| capital and fully paid | | | | |
+---------------------------------------+------------+-----------+------------+-----------+
31 Stock options and restricted shares
Bermuda Plan
Alea Group Holdings AG (a former Group company which was merged with Alea Europe
Ltd in 2005) had in place a stock purchase and option plan for key employees and
advisors known as the 1998 Amended and Restated Stock Option Plan for Key
Employees and Subsidiaries (the "Swiss Plan"). The Company adopted a 2002
Stock Purchase and Option Plan for Key Employees of the Company and its
Subsidiaries, as amended (the "Bermuda Plan"), in connection with the
re-domiciling of the ultimate parent company of the Group to Bermuda and all
awards under the Swiss Plan are now governed by the terms of the Bermuda Plan.
The terms of the Bermuda Plan are substantially similar to the terms of the
Swiss Plan. All Alea Group Holdings AG non-voting participation shares and
options were exchanged for common shares and options in connection with an
equity exchange offer that was completed on 3 April 2002. In total, 15,000,000
common shares are authorised for use under the Bermuda Plan.
The exercise price of the options will be the fair market value of the common
shares on the grant date. Generally, the options vest rateably over a five-year
period except in the case of performance options where vesting is affected by
attainment of certain pre-approved financial targets. The exercisability of the
options accelerates upon a change of control of the Group. Options expire and
are no longer exercisable on the tenth anniversary or in certain circumstances
at the end of the three month period following such tenth anniversary of the
grant date. The expiration of the options can accelerate due to termination of
employment. Certain options granted contain shortened expiration and vesting
periods.
The terms of the Company's common shares and the exercise price of the options
to acquire company common shares on the purchase/grant date were determined by
the Remuneration Committee in accordance with the terms of the Bermuda Plan. The
Bermuda Plan was terminated as to future grants with effect from 19 November
2003.
Executive Plan
The Company's shareholders have adopted the Alea Executive Option and Stock Plan
and the Alea Sharesave Plan ("Executive Plan"). The Executive Plan provides for
the grant of time and performance options, restricted stock units and share
savings for employees. The exercise price of options granted shall not be less
than the middle market quotation for the Company's shares on the dealing day
preceding the date of grant. The number of common shares granted in any period
under all of the Company's employee share schemes (excluding shares issuable on
exercise of options granted prior to 19 November 2003) may not exceed 10% of the
Company's issued ordinary share capital. Generally, the vesting period of an
option granted under the Executive Plan is subject to the discretion of the
Board (or a committee thereof) provided that vesting for certain tax qualified
options may not be earlier than 3 years or more than 10 years after the date of
grant and unless any relevant performance conditions have been satisfied.
Other
The company has issued to Fisher Capital Corp. LLC certain options to acquire
common shares, which are fully vested and are exercisable within 15 years of the
date of grant. These shares and options were not granted pursuant to either
Plan.
Transactions involving common share options are disclosed in note 32.
32 Share-based payments
Equity-settled share option plan
The Group plans provide for a grant price equal to the average quoted market
price of the Group shares on the date of grant. The vesting period is generally
5 years. If the options remain unexercised after a period of 10 years from the
date of grant, the options expire. Options are typically contractually forfeited
if the employee leaves the Group subject to certain exercise periods that apply
to vested options and to certain options granted in 2005 pursuant to the
Executive Plan.
+-----------------------------------+-----------+------------+-------------+----------+
| | Year ended | Year ended |
+-----------------------------------+------------------------+------------------------+
| | 31 December 2008 | 31 December 2007 |
+-----------------------------------+------------------------+------------------------+
| | Number | Weighted | Number of | Weighted |
| | of | average | options | average |
| | options | exercise | | exercise |
| | | price in $ | | price in |
| | | | | $ |
+-----------------------------------+-----------+------------+-------------+----------+
| | | | | |
+-----------------------------------+-----------+------------+-------------+----------+
| Options outstanding at beginning | 3,023,734 | 3.62 | 4,688,676 | 3.68 |
| of year | | | | |
+-----------------------------------+-----------+------------+-------------+----------+
| | | | | |
+-----------------------------------+-----------+------------+-------------+----------+
| Options granted during the year | - | - | - | - |
+-----------------------------------+-----------+------------+-------------+----------+
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