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31 December 2012
NOTESTO FINANCIAL STATEMENTS
88 GEO ENERGY RESOURCES LIMITED | Annual Report 2012
24 SHARE CAPITAL
Group and Company
2012 2011 2012 2011
Number of ordinary shares US$ US$
At beginning of year 200,000 200,000 153,846 153,846
After sub-division of shares (a) 800,000,000 200,000 153,846 153,846
Ordinary shares issued pursuant to conversion
of convertible loans (b) 98,702,639 – 16,647,467 –
Ordinary shares issued pursuant to the
initial public offering (c) 258,348,252 – 65,717,361 –
At end of year 1,157,050,891 200,000 82,518,674 153,846
a) On 5 October 2012, the Company completed the sub-division of every one ordinary share into 4,000
ordinary shares.
b) On 5 October 2012, pursuant to the conversion of convertible loans, 98,702,639 ordinary shares were
issued in accordance with the terms of the convertible loan agreements and the Supplemental Agreements.
Upon conversion, the convertible loans of US$15,815,214 (Note 20) and the convertible loans reserve of
US$832,253 (Note 26) were reclassifed to share capital.
c) On 18 October 2012, pursuant to the initial public offering, 258,348,252 ordinary shares were issued at
S$0.325 per share which resulted to a net proceed of US$65,717,361 after deducting share issuance
expenses of US$3,116,203.
Included in share issuance expense are non-audit fees of US$144,017 paid to the auditor of the Company
and US$24,275 paid to other auditors, for services rendered in connection with the initial public offering of
the Company’s shares.
The new shares ranked pari passu in all respects with the existing issued ordinary shares.
Fully paid ordinary shares, which have no par value, carry one vote per share and carry a right to dividend income
when declared by the Company.
25 OTHER RESERVE
As at 1 January 2011, the Group has not completed the Restructuring Exercise in which GEC will acquire MRP as
disclosed in Note 2C and the Company will acquire GEC and GCI as disclosed in Notes 2D and 2E. As a result,
the difference between the paid-up capital of the Company and the Group’s total share of paid-up capital of MRP,
GEC and GCI of US$538,478 was recorded under other reserve and is presented as part of equity.
As at 31 December 2011, the Group completed the remaining Restructuring Exercise via acquisition of MRP, GEC
and GCI for cash consideration of US$538,478. As a result, the other reserve was eliminated on consolidation.
As at 31 December 2012, the other reserve represents a dilution of non-controlling interests of US$14,349.
26 CONVERTIBLE LOANS RESERVE
This represents the fair value of the conversion option to convert the liability component of the convertible loans
(Note 20) into ordinary shares of the Company.
On 5 October 2012, the convertible loans were converted into 98,702,639 ordinary shares, issued and allocated
to the pre-invitation investors. Upon conversion, the convertible loans reserve of US$832,253 was reclassifed to
share capital (Note 24).