Helsinki, Finland, 2013-12-13 15:20 CET (GLOBE NEWSWIRE) --
Talentum Oyj Stock exchange release 13 December 2013 at 16:20 pm
Stock option plan based on substantial own investment to Talentum management and related transfer of own shares
Based on the authorization resolved by the Annual General Meeting of Shareholders held on March 22, 2013, the Board of Directors of Talentum has decided to grant stock options and transfer own shares held by the company to the key managers of Talentum.
The stock options shall, in deviation from the shareholders' pre-emptive subscription right, be offered to the key managers of Talentum.
The maximum total number of stock options offered is 2,220,000, which entitle to subscribe for a maximum number of 2,220,000 shares of Talentum (4.8% of the shares of the company on a fully diluted basis). Each stock option entitles to subscribe for one share. The shares subscribed with the stock options may either be new shares issued by the company or existing shares held by the company. Of the stock options 255,000 shall be marked with the symbol 2013 A and 1,965,000 with the symbol 2013 B. The stock options shall be issued free of charge.
The share subscription price for the stock options 2013 A shall be euro 1.50 (approximately 50% over current share price) and for the stock options 2013 B euro 1.75 (approximately 75% over current share price). The amount of possible dividends and distribution of funds from the invested distributable equity fund distributed before the share subscription shall be deducted from the share subscription price.
The share subscription period for 25% of the stock options 2013 A and 2013 B will commence on or about February 1, 2016 and for 75% of the stock options 2013 A and 2013 B on or about February 1, 2017. The share subscription period for all the stock options ends on March 31, 2018.
Transfer of own shares
As a precondition for being eligible to receive the above stock options, the key managers are required to invest in Talentum shares. Based on the investment requirement, the key managers are required to hold in the aggregate 517,400 Talentum shares to be eligible to receive all of the stock options. For the fulfillment of the investment requirement, Talentum will transfer the maximum of 517,400 own shares held by the company to the key managers in deviation from the shareholders’ pre-emptive subscription right. The shares will be issued in the end of February 2014 against a consideration equaling the share price prevailing at that time. The company currently holds 573,479 own shares.
Ground for deviation from shareholders’ pre-emptive subscription right
There is, for the company and in the interest of all the company’s shareholders, a weighty financial reason to grant the stock options and transfer the own shares in deviation from the shareholders’ pre-emptive subscription right since the stock options and shares are intended to align the interests of the shareholders and the key managers and to form a part of the incentive and commitment program of the key managers. The purpose of the arrangement is to encourage the key managers to invest in the company’s shares and to work on a long-term basis to increase the company’s share value.
Chairperson of the Board Kai Telanne, TEL. +358 400 623169
NASDAQ OMX Helsinki