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2009-10-21 13:40:00 CEST 2009-10-21 13:40:01 CEST REGULATED INFORMATION SSH Communications Security - Company AnnouncementSSH'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLANSSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE 21 October 2009 at 2:40 p.m. SSH COMMUNICATIONS SECURITY CORP'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLAN The Board of Directors of SSH Communications Security Corp (SSH) has on 20 October 2009 decided on a new share ownership plan directed to the members of the SSH Group Management Team. The purpose of the plan is to commit the members of the Group Management Team to the Company by encouraging them to acquire and hold the Company's shares and this way increase the Company's shareholder value in the long run. For the purpose of the share ownership, the members of the Group Management Team will establish a limited company, whose entire share capital they own. The intention of the company to be formed is to acquire SSH shares partly from the market and partly by subscribing for new SSH shares in a share issue directed to the company to be formed. The maximum number of the shares to be acquired is 1,450,000 in total. The acquisitions will be financed by capital investments in the company to be formed by the members of the Group Management Team, in the maximum total amount of approximately EUR 300,000, as well as by a loan provided or guaranteed by SSH. After the plan has been implemented in full, the members of the Group Management Team will hold 4.85% of the SSH shares through the company to be formed, and the shareholding of Mr Tatu Ylönen, the largest shareholder in SSH, will dilute from 51.1% below 50%. On the basis of authorization granted by the Annual General Meeting of Shareholders of the Company on 4 March 2009, the Board of Directors of SSH has on 20 October 2009 decided on a share issue against payment directed to the company to be formed. A maximum total of 1,100,000 new shares in SSH will be offered for subscription by the company to be formed in the share issue, in derogation from the shareholders' pre-emptive subscription rights. There are weighty financial reasons for the derogation from the shareholders' pre-emptive subscription rights as the shares to be issued in the share issue will be used for the implementation of the incentive and commitment plan for the members of the SSH Group Management Team. The subscription price of the new share is the trade volume weighted average quotation of SSH´s share on the NASDAQ OMX Helsinki Ltd. during 22 October—12 November 2009, however at least EUR 0.70 and not more than EUR 0.90. The subscription price is based on the prevailing market price of SSH's share. The company to be formed will pay the subscription price in cash upon subscription. The share subscription period is 13 November—27 November 2009. The amount that corresponds to the nominal value, EUR 0.03/share, of the subscription price of the new shares will be credited as an increase in the share capital of SSH and the remaining amount of the share subscription price will be credited to the reserve for invested unrestricted equity of SSH. Right to dividend and other shareholder rights will commence when the new shares have been entered into the Trade Register. The shares will be registered on the book-entry account of the subscriber and will be applied for public trading on NASDAQ OMX Helsinki Ltd when the shares have been entered into the Trade Register, around week 48. On the basis of the share issue, the number of SSH's shares will increase from the current 28,798,449 shares to a maximum of 29,898,449 shares. The share capital of SSH will increase from the current EUR 863,953.47 to a maximum of EUR 896,953.47 due to the share issue. The shares subscribed in the share issue represent approximately 3.68% of the shares and votes after the share issue. The plan will be valid until fall 2013, at which time the plan is intended to be dissolved in a manner to be determined later. The plan may be dissolved, e.g., by placing the company to be formed into liquidation or by merging it with SSH, or by otherwise selling the SSH shares held by the company to be formed. The plan will be continued for further two years, in case the SSH share price in November 2013 is lower than the average share price which the company to be formed paid for its SSH shares. As part of the plan, the Board of Directors of SSH has on 20 October 2009 decided to grant to the company to be formed an interest-bearing loan in the maximum amount of EUR 900,000 or a guarantee to the loan of the aforementioned amount to finance the acquisition of the SSH shares. The loan will be repaid in full by 31 December 2013. Should the plan be continued by two years, the loan period may be extended respectively. The company to be formed has the right to repay the loan prematurely at any time, and the obligation to repay the loan prematurely by selling the SSH shares held by it, in case the SSH share price exceeds a certain level determined in the plan, otherwise than occasionally. During the validity of the plan, the transfer of the SSH shares held by the company to be formed has been restricted. The share ownership in the company to be formed by the members of the Group Management Team will be valid until the plan is dissolved. Helsinki 21 October 2009 SSH COMMUNICATIONS SECURITY CORP The Board of Directors Juho Lipsanen Chairman of the Board of Directors Further information: Juho Lipsanen, Chairman of the Board of Directors, Tel. +358 20 500 7000 Jari Mielonen, CEO, Tel. +358 20 500 7400 Distribution: NASDAQ OMX Helsinki Ltd Main Media www.ssh.com |
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