Summary
•The planned incentive scheme for the Executive Board and other executive staff
members of TK Development has been implemented.
Linking the individual staff member's efforts to long-term value creation in
the Group
As described in Stock Exchange Announcement No. 8/2008, the Supervisory Board
has decided to exercise the authorization given to it at the Annual General
Meeting on 27 May 2008 to issue warrants. Thus, warrants for nominally DKK
13,960,000 (698,000 shares of nominally DKK 20) have been issued to the
Executive Board and other executive staff members of TK Development.
The aim of allocating warrants is to forge a link between the individual staff
member's efforts and long-term value creation in the Group.
The warrants have been allocated to 32 employees in all. The two Executive
Board members have received 85,000 warrants each, and other executive staff
members have received a total of 528,000 warrants. No warrants have been
allocated to members of the Supervisory Board.
The above-mentioned 698,000 warrants correspond to 2.5 % of the share capital.
The warrants allocated under the incentive scheme can be exercised in three
six-week periods placed as follows:
• after publication of the announcement of annual financial results for 2010/11
(from about 30 April 2011);
• after publication of the interim report for the first half of 2011/12 (from
about 30 September 2011);
• after publication of the announcement of annual financial results for 2011/12
(from about 30 April 2012).
An advance return of 8 % p.a. for TK Development's existing shareholders
Each warrant entitles the holder to subscribe for one share of nominally DKK 20
at a subscription price fixed as a simple average of the daily market prices
quoted for all trades in the TK Development share during the period from 9 to
20 June 2008, plus an annual 8 % adjustment to reflect an advance return to
existing shareholders and less dividend payments made to shareholders until the
time of exercise of the warrants.
Thus, based on a price of DKK 66.9 per share of nominally DKK 20, the
subscription price, before a deduction for any dividend, can be calculated at
DKK 83.4, DKK 86.2 and DKK 90.2 for the exercise of warrants in the three
respective six-week periods.
The main condition for exercising warrants is that the employee has not given
notice to terminate his or her employment before having exercised the warrants
allocated. If the Company terminates the employee's employment without this
being due to breach of contract by the employee, he or she will still be
entitled to exercise the warrants.
Based on a price of DKK 66.9 per share and an annual dividend of DKK 0 per
share per year, using the Black-Scholes pricing formula, the value of the newly
issued warrants has been calculated at DKK 11.9 million, to be expensed over
the term of the incentive scheme.
The calculation is based on an anticipated future volatility of 40, a hurdle
rate of 8 % p.a. and a risk-free interest rate of 5 % p.a. In addition, it is
assumed that the warrants will be exercised in the second exercise period.
Further information is available from Frede Clausen, President and CEO, on tel.
+45 8896 1010.
