Directors’ Report ESR Group Limited Annual Report 2023 111 ORDINARY SHARES ISSUED During the year ended 31 December 2023, a total of 1,967,705 ordinary shares were issued by the Company in satisfaction of the 4,650,902 options exercised under KM ESOP, since all options holders opted for net share settlement method in lieu of paying in full the exercise price for the number of shares over which the option was exercised. The shares issued at nominal value of US$0.001 each was credited as fully paid. During the year ended 31 December 2023, a total of 518,113 ordinary shares were issued by the Company in satisfaction of 3,297,622 shares vested under the Long Term Incentive Scheme. The shares issued at nominal value of US$0.001 each was credited as fully paid. During the year ended 31 December 2023, a total of 196,150 ordinary shares were issued by the Company pursuant to the bond conversion of the aggregate principal amount of US$800,000. The shares issued at nominal value of US$0.001 each was credited as fully paid. Save as disclosed above in this annual report, during the year ended 31 December 2023, there was no other issue of equity securities (including securities convertible into equity securities) of the Company. Details of the movements in the share capital of the Company and the shares issued during the reporting year are disclosed in note 41 to the Consolidated Financial Statements. REDEMPTION AND CANCELLATION OF CONVERTIBLE BONDS ISSUED In September 2020, the Company completed the issuance of US$350 million 1.50 per cent convertible bonds due 2025 (the “Bonds”). The Bonds were listed and traded on the Singapore Exchange Securities Trading Limited. The Company announced on 15 September 2023 that, due to the declaration of interim dividend and final dividend for 2022 and interim dividend for 2023 respectively, accordingly the conversion price of the Bonds was adjusted to HK$31.61 per Share with effect from Friday, 17 June 2023, and to HK31.29 per Share with effect from Friday, 15 September 2023 respectively, as per the adjustment provisions stipulated under the terms and conditions of the Bonds. Based on the total outstanding principal amount of the Bonds of US$350,000,000 on the date of the announcement and the adjusted conversion price, 86,693,512 additional Shares would be issued upon conversion of all the outstanding Bonds. On 29 September 2023, the Company announced that it received a conversion notice from a holder of the Bonds for the exercise of the conversion rights attached to the Bonds in respect of the aggregate principal amount of US$800,000 (the “Converted Bonds”). All of the Converted Bonds have been converted to ordinary shares of the Company (the “Conversion Shares”) and a total number of 196,150 Conversion Shares were issued to the bondholder on 19 September 2023 in accordance with the terms and conditions of the Bonds. The terms and conditions of the Bonds provide, among other matters, that the Company will, at the option of the holder of any Bonds (the “Put Option”), redeem all or some only of such holder’s Bonds on 30 September 2023 at 100 per cent. of their principal amount, together with interest accrued but unpaid up to but excluding such date. At the same date, the Company announced that as the holders of the Bonds in an aggregate principal amount of US$348,600,000 gave notice to exercise their Put Option, the Company has on 29 September 2023 fully redeemed parts of the outstanding Bonds in an aggregate principal amount of US$348,600,000, representing approximately 99.6% of the initial aggregate principal amount of the Bonds. CORPORATE GOVERNANCE FINANCIAL STATEMENTS STRATEGIC REPORTS
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