|Call Options||:||Symphony shall grant the following options: |
(a) HSM, the option to require Symphony to sell to him up to 13,912 VsAsia Shares, representing 4% of the present issued and paid up share capital of VsAsia, out of which:
(i) up to 10,434 VsAsia Shares, representing 3% of the present issued and paid-up capital of VsAsia, have been allocated in favour of HSM, and
(b) JI, the option to require Symphony to sell to him up to 3,478 VsAsia Shares, representing 1% of the present issued and paid up share capital of VsAsia.
(ii) up to 3,478 VsAsia Shares, representing 1% of the present issued and paid-up capital of VsAsia, are to be held by HSM on trust for certain Key Management; and
(The VsAsia Shares to be disposed by Symphony under the Call Options shall be referred to as “Option Shares”)
|Exercise Period||:||The Call Options shall only be exercisable for the period commencing from the effective date of the Call Options Agreements until 5.00p.m. on 31 December 2009 |
|Exercise Price||:||The Exercise Price shall be RM413.49 per share, subject to such adjustments as may be permitted under the Call Option Agreements. |
|Settlement mode||:||Cash settlement to be paid on completion of the sale and purchase of the Option Shares.|
|Conditions to the exercise of the Call Options||:||The HSM Option and JI Option shall only be exercisable within the Exercise Period subject to the fulfillment or waiver of the following conditions to the satisfaction of Symphony at the time of its exercise:|
(a) HSM and JI having satisfied the key performance indicators prescribed by the Board of Directors of Symphony required for the vesting of the HSM Option and JI Option respectively;
(b) HSM and JI providing a written undertaking to Symphony in a form satisfactory to Symphony that they will not, following the listing of VsAsia or any other company identified as the listing vehicle for VsAsia subsequent to a share swap exercise whereby HSM and JI are issued shares in NewCo (“NewCo Shares”) in exchange for the VsAsia Shares, sell, transfer, assign or dispose of the Option Shares or the NewCo Shares (as the case may be), unless they have offered Symphony the first right of refusal to buy or acquire the Option Shares or the NewCo Shares (as the case may be);
(c) such other approvals as may be required by the relevant authorities or pursuant to the relevant laws at the time of the exercise or waiver from such regulatory authorities, if applicable.
The Key Management Option shall only be exercisable within the Exercise Period subject to terms to be determined by the Group Chief Executive of the Symphony.