Efore - Company Announcement

EFORE PLC DISSOLVES THE MANAGEMENT SHARE OWNERSHIP SYSTEM BY ACQUIRING BACK ITS OWN SHARES FROM THE MANAGEMENT TEAM’S HOLDING COMPANY

Espoo, Finland, 2014-06-17 13:15 CEST (GLOBE NEWSWIRE) -- EFORE PLC       
Stock Exchange Release   17 June 2014 at 2.15 p.m. 



On 26 August 2010 Efore Plc announced that its Board of Directors had resolved
to establish a long-term share ownership system for the Efore Group management,
which was intended to enable a significant long-term share ownership in the
Company for the management. For the share ownership, the members of the then
current management team established a company, Efore Management Ltd, whose
share capital they own in its entirety. The share acquisitions have been funded
through the Management Team members' personal investments in Efore Management
Ltd and through a loan of 1,356,000 EUR from Efore Plc with a fixed interest
rate. At the moment, Efore Management Ltd holds 2,358,242 shares in Efore Plc
representing 4.23 percent of the shares and votes in the Company. 

The Board of Directors of Efore Plc has analyzed the preconditions for the
continuation of the share ownership system and has today resolved to dissolve
the share ownership system prematurely. Material part of the shareholders of
Efore Management Ltd. are no longer employed by Efore Plc and therefore the
purpose of the system does no longer materialize in the intended manner. In
addition, from Efore Oyj's perspective it is rational to unify the Company's
commitment and long term incentive systems. 

The dissolution of the share ownership system will be carried out through an
acquisition of all Efore Plc shares held by Efore Management Ltd (2,358,242
pcs). The acquisition will be carried out as a directed acquisition, in
deviation from the shareholders' pre-emptive subscription rights, as the
intention of the acquisition is to dissolve the management's share ownership
system. Efore Plc shall pay to Efore Management Ltd 0.70 EUR per share, which
is equivalent to the trade-volume weighted average quotation of the Efore Oyj's
shares on NASDAQ QMX Helsinki Ltd during 10 trading days preceding the
acquisition. The total acquisition price is 1,650,769.40 EUR. 

As the purpose of the acquisition of the Company's own shares is the
dissolution of the management long-term share ownership system, the Board of
Directors has also resolved to deviate from the procedures referred to in
Sections 3.2.1 and 3.2.2 of the guidelines of NASDAQ OMX Helsinki Ltd
concerning the purchase of own shares in publicly listed companies. The
decision on the deviation was made based on 3.2.4 and 6.1 of the saidguidelines. In accordance with the Board's resolution, the acquisition of the
shares shall be executed as manual trade outside the normal trading in one
installment. 

As a part of the arrangement, Efore Management Ltd shall pay back the loan
granted by Efore Plc together with interests. As a condition for the premature
dissolution of the system, the parties have agreed that the original interest
rate of 3.00 per cent shall be lowered. Changing the interest rate has no
effect to the group level net result. According to the agreement the loan shall
bear a fixed interest equal to the interest rate, in force from time to time,
referred to in the Interest Act from the date of withdrawal until the pay-back
date. 

The acquisition of shares shall be executed today. The loan shall be paid back
immediately after the payment for the shares has been received. 

The resolution of the Board of Directors of Efore Plc is based on the
authorization granted by the Annual General Meeting of Shareholders on 10 April
2014. Efore Plc and Efore Management Ltd have entered into an agreement
concerning the dissolution of the share ownership system. 

Efore Plc shall bear all direct costs and fees related to the dissolution of
the share ownership system and the liquidation of Efore Management Ltd. 

Efore Management Ltd belongs to Efore Plc Group and in the Group financial
statement Efore Plc's shares that Efore Management has acquired are shown in
equity as acquisition of own shares. Before the acquisition to be executed
today, Efore Plc has held 1,143,753 shares and Efore Management Ltd has held
2,358,242 share in Efore Plc. After the execution of the share acquisition
today, Efore Plc will hold all the afore-mentioned shares totaling to 3,501,995
shares, which represent approximately 6.3 per cent of the shares and votes in
the Company (altogether 55,772,891 shares). 

EFORE PLC
Board of Directors

Further information: Päivi Marttila, Chairman of the Board of Directors, tel.
+358 400 285 358. 


DISTRIBUTION

Nasdaq OMX Helsinki Ltd
Main Media


Efore Group

The Efore Group is an international company that develops and produces
demanding power products. Efore's head office is based in Finland, and its
production units are located in China and Tunisia. Sales and marketing
operations are located in Europe, the United States and China. In the fiscal
year ending in December 2013, consolidated net sales totalled EUR 82.5 million,
and the Group's personnel averaged 836. The company's shares are quoted on
Nasdaq OMX Helsinki Oy. 

www.efore.com