Resolution 6
Participation by Directors in the PlatSearch Employee
Share Option Plan
On 30 November 2001, following shareholder approval, the
Directors resolved to grant 650,000 options to eligible persons under the
ESOP, 80,000 of these options have since expired and 570,000 remain on
issue. The options are for a period of five years, expire on 30 November
2006 and are exercisable at 25 cents. Directors who are holders of the 30
November 2006 options are Robert L Richardson (250,000), Robert J Waring
(240,000) and Raymond J Soper (40,000). On 24 November 2004, following
shareholder approval, the Directors resolved to grant 3,680,000 options to
eligible persons under the scheme, 300,000 of these options have since
expired and 3,380,000 remain on issue. The options are for a period of five
years, expire on 24 November 2009 and are exercisable at 25 cents. Directors
who are holders of the 24 November 2009 options are Robert L Richardson
(1,600,000), Robert J Waring (1,150,000) and Raymond J Soper (400,000).
It is now proposed that 2,130,000 new options be issued
to the three Directors of the Company. In accordance with the ASX Listing
Rules, shareholders are hereby advised of the following details concerning
the proposed participation by Directors in the Employee Share Option Plan
pursuant to the proposed issue of options for which your approval is sought:
(a) the following Directors are eligible to
participate in the Plan, subject to your approval:
Robert Lewis Richardson
Robert John Waring
Raymond John Soper
(b) the maximum number of options that may be
issued to the Directors, subject to shareholder approval is as
follows:
R L Richardson 1,060,000
R J Waring 800,000
R J Soper 270,000
the options will be issued pursuant to the Plan
for no cash consideration. These options may be exercised (and
shares will be issued) at a price being the greater of 12 cents and
the average of the last sale price of the Company's fully-paid
ordinary shares as quoted on ASX on the five business days preceding
the date of grant of the options.
in accordance with ASX Listing Rule 10.15.7 we
advise that the date by which the Company will issue the options
will be within one month of the meeting.
It is proposed that the options be granted in recognition
of the contribution to the Company by Directors in the past two years and
the ongoing responsibility that they assume for the affairs of the Company.
All of the Directors are entitled to participate in the Plan.
At the time of writing, the price of the Company’s shares
is $0.10 compared with the range $0.065 and $0.205 during the previous 12
months.
Using the Black and Scholes option valuation methodology
and assuming a valuation date of 11 October 2006, when the share price was
$0.09, the options have a value of approximately $0.075 each. Accordingly
the total value of options proposed to be granted to Non-executive and
Executive Directors is $159,750 (comprising R L Richardson $79,500, R J
Waring $60,000 and R J Soper $20,250). The assumptions used in the
calculation are the risk free rate of 5.79%, based on the Australian
Government Bond Rate, an exercise price of $0.12 compared to the share price
of $0.09 on the valuation date and the last traded share price of the shares
of the Company on ASX at the date of this Notice of $0.10 and a volatility
of 117.6% factoring the historical share price volatility.
It is noted that these Directors have the following
number shares/options in the Company; R L Richardson (1,686,020 shares and
1,850,000 options), R J Waring (427,725 shares and 1,390,000 options) and R
J Soper (1,783,931 shares and 440,000 options). These option numbers include
those which expire on 30 November 2006. The dilutionary effect of the issue
of 2,130,000 options to these Directors will be 2.5% of the expanded shares
and options on issue. Currently there are 70,768,059 fully paid ordinary and
9,200,000 partly paid ordinary shares on issue. At the date of the notice
there are 3,950,000 options on issue with an exercise price of $0.25, which
expire on 30 November 2006 (570,000) and 24 November 2009 (3,380,000).
The Directors do not make any recommendation to members
on the resolution because of their personal interest in the subject matter
of the resolution.
Copy of the Rules of the ESOP
The Company has established the PlatSearch Employee Share
Option Plan ("Plan") to assist in the attraction, retention and motivation
of employees, officers and contractors of the Company ("Company"). A summary
of the Rules of the Plan is set out below.
All employees (full and part-time) will be eligible to
participate in the Plan after a qualifying period of 12 months employment by
a member of the Company, although the Board may waive this requirement.
Contractors will also be eligible to participate in the Plan.
Directors (whether executive or non-executive) and
secretaries of the Company are also eligible to participate in the Plan.
The allocation of options to each eligible person is at
the discretion of the Board.
If permitted by the Board, options may be issued to an
eligible person’s nominee (for example, a spouse or family company).
Each option is to subscribe for one fully paid ordinary
share in the Company and will expire five years from its date of issue. An
option is exercisable at any time from its date of issue.
Options will be issued free. The exercise price of
options will be determined by the Board, subject to a minimum price equal to
the market value of the Company’s share at the time the Board resolves to
offer those options. The total number of shares the subject of options
issued under the Plan must not exceed 5% of the Company’s issued share
capital.
If, prior to the date of options, an eligible person who
is an employee ceases to be an employee of the Company for any reason other
than retirement at age 60 or more (or such earlier age as the Board
permits), permanent disability, redundancy or death, the options held by
that person (or that person’s nominee) must be exercised within one month
thereafter otherwise they will automatically lapse. If a person dies, the
options held by that person will be exercisable by that person’s legal
personal representative.
Options cannot be transferred other than to the legal
personal representative of a deceased option holder.
The Company will not apply for official quotation of any
options.
Shares issued as a result of the exercise of options will
rank equally with the Company’s previously issued shares.
Option holders may only participate in new issues of
securities by first exercising their options.
If there is a bonus share issue to the holders of shares,
the number of shares over which an option is exercisable will be increased
by the number of shares which the option holder would have received if the
option had been exercised before the record date for the bonus issue.
If there is a pro rata issue (other than a bonus shares
issued) to the holders of shares, the exercise price of an option will be
reduced to take account of the effect of the pro rata issue in accordance
with the formula in the ASX Listing Rules.
If there is a reorganisation of the issued capital of the
Company, unexercised options will be reorganised in accordance with the
Listing Rules.
The Board may amend the Plan Rules subject to the
requirements of the Listing Rules.