Transaction cost of share issue Balance as of 31 December 2009
263,174,820
5,264
(6,456) 303,583
(6,456) 308,847
Assuming full conversion of convertible bond loan, warrants and share options, the total number of Shares issued would increase by 38,302,469 Shares. Dilutive Instrument
Number of equivalent shares
Shares associated with convertible debt
10,802,469
Shares associated with the warrants
21,250,000
Shares associated with the stock options Total
6,250,000 38,302,469
Apart from potential shares that could be issued under the terms of the share warrants, stock option plan or convertible bonds, the board of directors have no restrictions on issuing remaining authorised share capital. The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction.
13.2 Warrants
The Group has issued 21,250,000 warrants to the founding shareholders, each giving the right to subscribe for one new ordinary share. All the warrants were issued on 14 March 2008 and no further warrants were issued during the year ended 31 December 2009. The warrants are exercisable at a price of USD 0.02 on or before 31 December 2012 and can only be exercised if all of the following conditions are met; -
Delivery of all six seismic vessels on or before 1 April 2011; Effective employment of all six vessels; and The shares of the Company being traded on an internationally recognized marketplace or stock exchange at a volume weighted average price per share of at least NOK 22.00 (or equivalent) for more than 30 trading days.
In the event of a change of control of the Company prior to the warrant expiration date, the shareholders may, regardless of whether or not the previous conditions are met, exercise the warrants at a price per share of; -
NOK 11 if the shares trade at an average price of less than NOK 22.00 for the 10 consecutive business days following such change of control or if the validity period of the offer is less than 10 trading days.
-
USD 0.02 if the shares trade at an average share price of above NOK 22.00 for the 10 consecutive business days following such change in control.
The warrants have been determined to be a liability because they fail to meet the requirements of fixed amount of cash or fixed amount of a Company’s own shares as required by IAS 32. Consequently, the fair value of the warrants at the issue date of USD 18.7 million has been recorded as a distribution to shareholders directly in Equity. Subsequent to issuance, the liability is recorded at fair value at each balance sheet date and the resulting change in fair value is recognized in the income statement within changes in fair value of financial instruments – net. A gain of USD 7.7 million has been recorded during the year ended 31 December 2009. During the year 2008 a gain of USD 7.8 million was recorded. Also refer to Note 28 Finance Costs and Note 29 Finance Income. As of 31 December 2009 no warrants were exercisable.
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