QPR SOFTWARE PLC STOCK EXCHANGE RELEASE, JANUARY 29, 2019 AT 5.00 PM
The Board of Directors of QPR Software Plc has resolved to launch a new key employee stock option plan. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase the shareholder value. The purpose is also to retain the key employees at the company.
The maximum total number of stock options issued is 910,000 and they entitle their owners to subscribe for a maximum total of 910,000 new shares in the company or existing shares held by the company. The stock options are issued gratuitously. Of the stock options, 437,000 are marked with the symbol 2019A and 473,000 are marked with the symbol 2019B.
The number of shares subscribed by exercising stock options issued corresponds to a maximum total of 6.81 per cent of all shares and votes of the shares in the company after the potential share subscriptions, if new shares are issued in the share subscription. After the share subscriptions with stock options, the number of the company’s shares may be increased by a maximum total of 910,000 shares, if new shares are issued in the share subscription.
The share subscription price for stock options 2019A is EUR 1.70 per share, which corresponds to the market price of the company’s share. The share subscription price for stock options 2019B is EUR 2.55 per share, which corresponds to the market price of the company’s share with an addition of 50 per cent. The share subscription price will be credited to the reserve for the company’s invested unrestricted equity. The share subscription price will be deducted by the amount of dividends and distribution of assets paid.
The share subscription period, for stock options 2019A, will be 1 January 2022 – 31 January 2023, and for stock options 2019B, 1 January 2023 – 31 January 2024.
The theoretical market value of one stock option 2019A is approximately EUR 0.31 per stock option and of one stock option 2019B, approximately EUR 0.11 per stock option. The theoretical market value of stock options 2019 is approximately EUR 187,500 in total. The theoretical market value of one stock option has been calculated using the Black & Scholes stock option pricing model by taking into account the share subscription price of a stock option and with the following input factors: share price EUR 1.70, risk free interest rate 0 per cent, times to maturities of stock options approximately 4 years and approximately 5 years and volatility approximately 22 per cent.
A member of the Executive Management Team participating in the stock option plan must increase his or her share ownership in the company with the net profit received through the stock options. He or she must invest half of the net profit received through the stock options in the company’s shares until his or her share ownership in the company corresponds to the value of his or her annual gross salary. The share ownership must be maintained at such level as long as his or her employment or service is in force.
The Board of Directors resolved on the new stock option plan by virtue of an authorization granted by the company’s Annual General Meeting of Shareholders held on 12 April 2018. The target group of the stock option plan includes in total less than 15 key employees and persons belonging to the management.
The terms and conditions of the stock options 2019 are attached to this release, and available on the company’s webpage: www.qpr.com/investors.
QPR Software Plc
The Board of Directors
CEO Jari Jaakkola
Tel: +358 40 5026 397
Vesa-Pekka Leskinen, Chairman of the Board
Tel: +358 40 500 9830
Nasdaq Helsinki Ltd