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2010-06-01 16:30:05 CEST 2010-06-01 16:31:02 CEST REGULATED INFORMATION Ruukki Group Oyj - Company AnnouncementRUUKKI GROUP'S BOARD OF DIRECTORS DECIDED ON A DIRECTED FREE SHARE ISSUE TO THE BOARD MEMBER BARRY ROURKERuukki Group Plc, Stock Exchange Release, 1 June 2010 at 5:30 p.m. RUUKKI GROUP'S BOARD OF DIRECTORS DECIDED ON A DIRECTED FREE SHARE ISSUE TO THE BOARD MEMBER BARRY ROURKE The Board of Directors of Ruukki Group Plc has decided on a directed free share issue to the Board member Barry Rourke in accordance with the Board's statement presented at the Annual General Meeting on 21 April 2010. In respect of its terms, this share issue corresponds to the share issue which the Annual General Meeting of 21 April 2010 decided to allocate to the other members of the Board of Directors. In this directed free share issue, the Company issues no more than 250,000 shares held by the Company. The pre-emptive subscription right of the shareholders shall be derogated from as the shares constitute an essential part of the remuneration structure to be paid for work on the Board. The shares shall be issued in such a way that Mr. Rourke receives immediately 150,000 shares (“Initial Shares”). Additionally, Mr. Rourke shall receive 50,000 shares if he continues to serve on the Board of Directors after the second Annual General Meeting following the approval of this issue, and additional 50,000 shares if he continues to serve on the Board of Directors after the third Annual General Meeting following the approval of this issue (“Additional Shares”.) Thus, the total number of the Additional Shares shall be in maximum 100,000 shares. A precondition for the share subscription is entering a separate lock-up agreement that prevents the sale of the shares for three years from their subscription. The lock-up will concern both Initial Shares and Additional Shares. The agreement will entitle the Company to redeem the shares free of charge, in part or in full, if the subscriber's term on the Board of Directors terminates before the third Annual General Meeting following the approval of this issue. The redemption will concern all of the issued shares (3/3) if the subscriber's term on the Board of Directors ends before the first, two-thirds (2/3) if before the second, and one-third (1/3) if before the third Annual General Meeting following the approval of this issue. The Initial Shares may be subscribed for immediately after the Board's decision and the Additional Shares may be subscribed for after the precondition for subscription has been fulfilled, however no later than within five years from this share issue decision. RUUKKI GROUP PLC Alwyn Smit Chief Executive Officer Ruukki Group is an industrial group focusing on minerals and wood processing businesses. Ruukki Group Plc's shares are listed on NASDAQ OMX Helsinki and traded in the mid cap segment, in the industrials sector. For additional information, please contact: Alwyn Smit Chief Executive Officer Ruukki Group Plc Telephone +41 7960 19094 www.ruukkigroup.fi This stock exchange release is released in Finnish and in English. In case of any discrepancies, inconsistencies or inaccuracies, the Finnish version of the release shall prevail. |
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