OTHER EQUITY AND RESERVES

12 Months Ended

Dec. 31, 2021

Other Equity And Reserves [Abstract]

OTHER EQUITY AND RESERVES

29 OTHER EQUITY AND RESERVES

	2021			2020
	US$’000			US$’000
Treasury shares		(11,870	)		(387	)
Share compensation reserve		4,777			3,954
Hedging reserve		5,457			458
Translation reserve		(9,783	)		(8,749	)
Merger reserve		(12,649	)		(18,354	)
		(24,068	)		(23,078	)

Treasury shares

	Number of shares			Treasury Share
				US$’000
Balance at 1 January 2020		299,641			1,993
Reissued to employees under the Forfeitable Share Plan		(242,666	)		(1,606	)
Balance at 31 December 2020		56,975			387
Acquisition of shares		825,163			11,876
Reissued to employees under the Forfeitable Share Plan		(56,975	)		(393	)
Balance at 31 December 2021		825,163			11,870

On 29 May 2020 and 27 May 2021, shareholders granted the board of directors’ with the authority to repurchase shares of the company. The repurchase authority expires at the next Annual General Meeting, unless renewed, and may be suspended or terminated by the company at any time without prior notice. The authority allows the company to acquire ordinary shares in the open market on NASDAQ and the JSE. A portion of these shares are re-issued, under the Group’s forfeitable share plan in the first fiscal quarter of each year and the balance continue to be held by the Group. See share compensation reserve for further information. Shares issued out of treasury shares are accounted for on a first-in first-out basis.

Share compensation reserve

	2021			2020
	US$’000			US$’000
Balance at 1 January		3,954			4,520
Share-based payments expenses		3,330			1,847
Treasury shares issued to employees under the Forfeitable Share Plan		(2,507	)		(2,413	)
Balance at 31 December		4,777			3,954

The Group operates the 2018 FSP, in which certain employees of the company and its subsidiaries participate. On 31 July 2018, the Group granted the participating employee’s entitlements to be settled with a specified number of ordinary shares in the company (‘Awards”) which shares will be allotted and issued in 3 equal tranches over a period of 3 years commencing on 1 March 2020. On 9 June 2020, 2 July 2021 and the 23 August 2021, the Group granted additional Awards which shares will be allotted and issued in 3 equal tranches over a period of 3 years commencing on 1 March 2021 for the awards granted in 2020 and 1 March 2022 for the Awards granted in 2021. This is subject to the condition that the participating employee remains employed during the vesting period relevant to each tranche.

A participant has no ownership rights (such as rights to dividends and voting) in the ordinary shares subject to the Award until such right has vested and the ordinary shares have been registered in the participant’s name. The Award is subject to the risk of forfeiture until the vesting date should the participating employee no longer be employed for the period ending on the vesting date. However, the participating employee may be settled with all or a portion of the Award as determined by the rules of the 2018 FSP depending on the reasons for termination of his employment prior to the vesting date, and, in the case of retirement or termination for a reason not specifically set out in the 2018 FSP prior to the vesting date, subject to the discretion of the Compensation and Nomination Committee. The vesting of the ordinary shares is not subject to any performance-related conditions. The Group may utilise treasury shares or issue new ordinary shares when settling shares upon a participating employee. The employee is not required to make any payment for the ordinary shares settled upon him or her but is liable for taxation thereon.

At any time, the aggregate number of ordinary shares of the company may be granted under Awards that have not vested shall not exceed 5% of the ordinary shares in issue (excluding treasury shares) on the day preceding the Award. The 2018 FSP was adopted on 4 May 2018. On the date of adoption of the 2018 FSP, the company’s issued share capital comprised 1 ordinary share and accordingly no Awards could be granted thereunder. On 18 June 2018 the company’s share capital increased from 1 ordinary share to 19,063,833 ordinary shares, and from the following day the maximum number of ordinary shares that could have been granted was 953,191. Since the increase in the company share capital in 2021 the maximum number of ordinary shares that could have been granted was 965,501. As at 31 December 2021, 862,502 (2020:650,333) ordinary shares were subject to Awards that had not been forfeited or vested and the maximum number of ordinary shares in respect of which further Awards could have been granted under the 2018 FSP was 102,999 (2020: 302,858).

Details of the share awards outstanding during the year are as follows:

Number of share awards:	2018 Award			2020 Award			2021 Award		Total
Outstanding at 1 January 2020		728,000			-			-		728,000
Issued during the year		-			225,000			-		225,000
Forfeited during the year		(40,000	)		(20,000	)		-		(60,000	)
Awards vested to employees under the Forfeitable Share Plan		(242,667	)		-			-		(242,667	)
Outstanding at 31 December 2020		445,333			205,000			-		650,333
Issued during the year		-			-			516,000		516,000
Forfeited during the year		(1,333	)		-			-		(1,333	)
Awards vested to employees under the Forfeitable Share Plan		(223,332	)		(80,500	)		-		(303,832	)
Outstanding at 31 December 2021		220,668			124,500			516,000		861,168
		US$			US$			US$
Fair value at grant date		10.18			2.90			11.85

The fair value at grant date is determined based on the share price on the date of the grant. The Group recognised total expenses during the year of US$3,330,000 relating to the 2018 FSP (2020: US$1,847,000).

Hedging reserve

The hedging reserve represents hedging gains and losses recognised on the effective portion of cash flow hedges. The cumulative deferred gain or loss on the hedge recognised in OCI and accumulated in hedging reserve is reclassified to profit or loss when the hedged transaction impacts the profit or loss, or is included as a basis adjustment to the non-financial hedged item, consistent with the applicable accounting policy.

Translation reserve

Exchange differences relating to the translation from the functional currencies of the Group’s foreign subsidiaries into United States dollars are brought to account by recognising those exchange differences in OCI and accumulating them in a separate component of equity under the header of translation reserve. Gains and losses on hedging instruments that are designated as hedges of net investments in foreign operations are also recognised in OCI and accumulated in a separate component of equity under the header of translation reserve.

Merger reserve

This represents the residual differences between the ‘Parent invested capital’ and the Company’s ‘share capital’ as a result of the Spin-off of GSPL and GSSA from Grindrod Limited and the residual difference between the non-controlling interest and the purchase consideration for the remaining equity interest in IVS Bulk (Note 39.1).