ESR Group IR 2023 eBook EN

FORWARD TOGETHER 90 Notes to Condensed Consolidated Financial Information 30 June 2023 27. SHARE-BASED COMPENSATION PLAN (continued) C. Long Term Incentive Scheme (continued) The fair value of the awarded shares was determined based on the market value of the Company’s shares at the grant date. The weighted average fair value of the awarded shares granted during the six months ended 30 June 2023 was HK$11.44 (31 December 2022: HK$23.25) per share. The total expense recognised in respect of the Long Term Incentive Scheme adopted by the Company for the six months ended 30 June 2023 was US$10,468,000 (31 December 2022: US$17,612,000). As at 30 June 2023, the Company had 13,323,000 awarded shares outstanding under the Long Term Incentive Scheme, which represented approximately 0.30% of the Company’s shares in issue as at that date. 28. PERPETUAL CAPITAL SECURITIES Perpetual Securities NC5 5.65% In March 2021, the Company issued an aggregate principal amount of S$200,000,000 perpetual resettable step-up subordinated securities under the US$2,000,000,000 Multicurrency Debt Issuance Programme. In June 2021, the Company issued a further tranche for an aggregate principal amount of S$150,000,000, bringing the aggregate total amount to S$350,000,000. The distribution rate is 5.65% per annum, with the first distribution rate resets falling on 2 March 2026 and subsequent resets occurring every five years thereafter. Distributions are payable semi-annually in arrears. Subject to the relevant terms and conditions in the supplemental offering circular dated 23 February 2021, the Company may elect to defer making distributions on the perpetual capital securities and is not subject to any limits as to the number of times a distribution can be deferred. The perpetual capital securities may be redeemed at the option of the Company, on 2 March 2026 or on any distribution payment date thereafter, on giving not less than 30 nor more than 60 days’ irrevocable notice in accordance with the terms and conditions of the issuance. The perpetual capital securities are classified as equity instruments and recorded in equity in the consolidated statement of financial position. Perpetual Securities Series 001, Series 002 and Series 004 On 20 January 2022, the Group consolidated subordinated perpetual capital securities amounting to US$699,830,000 (inclusive of issuance cost and accrued dividend distribution) upon completion of the acquisition of 100% equity interests in ARA Group. These related to subordinated perpetual securities (the “perpetual securities”) with aggregate principal amounts totaling S$950,000,000 (approximately US$698,000,000) (Series 001, Series 002, Series 004 at S$300,000,000, S$300,000,000, S$350,000,000 respectively) issued by ARA Asset Management Pte Ltd on 17 July 2017 (“Series 001”), 21 June 2018 (“Series 002”) and 4 September 2019 (“Series 004”). Such perpetual securities bear distributions at a rate of 5.20% (Series 001), 5.65% (Series 002) and 5.60% (Series 004) per annum, payable semi-annually. Subject to relevant terms and conditions in the Information Memorandum dated 29 June 2017 (Series 001), 12 February 2018 (Series 002) and 4 September 2019 (series 004), ARA Group may elect to defer making distributions on the perpetual securities, and is not subject to any limits as to the number of times a distribution can be deferred. The perpetual capital securities are classified as equity instruments and recorded in equity in the consolidated statement of financial position. The perpetual securities constitute direct, unconditional, subordinated and unsecured obligations of the Issuer and shall at all times rank pari passu, without any preference or priority among themselves, and pari passu with any unsecured obligations of the Issuer. Perpetual securities Series 001 were fully redeemed on 4 May 2022.

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