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17 TCT SUBSTITUTION OPTION SCHEME
Prior to the constitution of the Trust, certain directors of CREO and the employees of Treasury Holdings China Limited
(“THCL”) and Treasury Holdings, were granted CREO Share Options in the implementation of the CREO Share Scheme
as approved by the board of directors of CREO. In conjunction with the acquisition of CREO and the listing of the
Trust on the mainboard of the SGX-ST, a TCT Substitution Option Scheme was introduced to replace the CREO Share
Scheme on 21 June 2010. As such, the Trustee-Manager granted the TCT Substitution Options to the existing holders
of the CREO Share Options, in consideration for any CREO Share Options which they surrender prior to, and conditional
upon, the listing of the Units of the Trust on the mainboard of the SGX-ST. The terms of the TCT Substitution Option
are equivalent to the terms of the CREO Share Options, so that the rights of the holders of the CREO Share Options
will not be prejudiced. THCL and Treasury Holdings are related parties of the Trustee-Manager.
The fair value amount in respect of the outstanding options that had been charged through the income statement
of CREO and the fair value amount of the relevant employee benefits that was required to be settled in equity of
CREO prior to the acquisition of CREO made by the Trust, totalling GBP 7.5 million (equivalent to $15.7 million), were
recognised in the Unitholders’ funds of the Trust, as contribution by Unitholders, in conjunction with the Trust’s issue
of units to acquire CREO.
The fair values of the options were calculated using the binomial option pricing model. The original currency of the
options under the CREO Share Scheme was GBP. Following the listing of the Trust, options under TCT Substitution
Option Scheme are measured in SGD at $17.6 million, being the higher of the fair value of the options under the CREO
Share Scheme at grant date or modified fair value under the TCT Substitution Option Scheme on modification date
as follows:
Tranches
One
Two
Three
Four
Five
Six
Exercise price ($)
0.35
3.10
3.10
3.30
2.60
3.10
Number of options
3,825,000 3,810,000
75,000
150,000 2,000,000
400,000
Expected volatility
20.95% 22.21% 22.21% 21.87% 53.89% 40.40%
Expected life (years)
3.8
4.5
4.5
4.5
6.0
3.8
Risk free rate
5.24% 5.50% 5.50% 4.33% 4.47% 0.87%
Earliest exercise date
21/6/2010 21/6/2010 21/6/2010 21/6/2010 10/9/2013 3/3/2012
Expiry date
24/4/2014 4/6/2014 2/12/2014 23/1/2015 10/9/2015 31/12/2014
SAR1112034_TCT_AR_().indb 97
3/23/2012
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