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2010-05-31 12:33:55 CEST 2010-05-31 12:34:42 CEST REGULATED INFORMATION Honkarakenne Oyj - Company AnnouncementHONKARAKENNE OYJ'S EXECUTIVES INVEST IN HONKARAKENNE'S SHARES AS PART OF THE EXECUTIVES INCENTIVE PLANHONKARAKENNE OYJ STOCK EXCHANGE RELEASE 31 May 2010 at 1.30pm HONKARAKENNE OYJ'S EXECUTIVES INVEST IN HONKARAKENNE'S SHARES AS PART OF THE EXECUTIVES INCENTIVE PLAN The Board of Directors of Honkarakenne Oyj has today decided on a new incentive plan directed to the members of the Honkarakenne Executive Group. The purpose of the plan is to commit the members of the Executive Group to Honkarakenne Oyj (“Honkarakenne”) by encouraging them to acquire and hold Honkarakenne's shares and this way increase Honkarakenne's shareholder value in the long run, and to support attainment of the strategic targets of Honkarakenne. Through this incentive plan, the members of the Executive Group personally invest a considerable amount of their own funds in Honkarakenne's series B shares. The executives finance their investments partly themselves and partly by a loan provided by Honkarakenne. The actual owner risk will be carried out personally by the executives for the part of their personal investment in the plan. For the purpose of the share ownership, the members of the Executive Group have established a limited company named Honka Management Oy (“Honka Management”), whose entire share capital they own. The intention of Honka Management is to acquire Honkarakenne's series B shares partly from the market or from the members of the Executive Group at market price, and partly from Honkarakenne. The number of shares to be acquired is an approximate total of 272,000 series B shares. The share acquisitions will be financed by capital investments in Honka Management by the members of the Executive Group, in the total amount of approximately EUR 200,000, as well as by a loan provided by Honkarakenne, in the maximum amount of EUR 800,000. It is possible that new members of the Executive Group to be recruited will be included in the Plan, on the corresponding terms and conditions. Then the maximum number of shares is approximately 350,000 Honkarakenne Oyj series B shares. Some of the members of the Executive Group will finance their capital investments in Honka Management by transferring a proportion of Honkarakenne's shares they hold to Honka Management or by selling them to the market. After the plan has been implemented in full, the members of the Executive Group will hold approximately 5.3% of all of the Honkarakenne's shares and 2.5% of all of the votes of the shares through Honka Management. On the basis of authorization granted by the Annual General Meeting of Shareholders of Honkarakenne on 26 March 2010, the Board of Directors of Honkarakenne decided on a share issue against payment directed to Honka Management. In the share issue, a maximum of 220,000 new series B shares in Honkarakenne will be issued for subscription by Honka Management, in derogation from the shareholders' pre-emptive subscription rights. There is a weighty financial reason 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 of the members of the Honkarakenne Executive Group. The proportion of new series B shares to be issued in the share issue is 4.3% of all of the Honkarakenne's shares and 2.0% of all of the votes of the shares after the share subscription. The subscription price of the series B share is the trade volume weighted average quotation of Honkarakenne´s share on the NASDAQ OMX Helsinki Ltd. during 17 May - 28 May 2010, i.e. EUR xx.xx. The subscription price is based on the prevailing market price of Honkarakenne's series B share. The share subscription period is 31 May 2010. The subscribed shares have to be paid by 4 June 2010, at the latest. The subscription price will be credited to the reserve for invested unrestricted equity of Honkarakenne. Honka Management has subscribed all of the offered shares. The shares will be registered on the book-entry account of the subscriber and the new shares will be applied for public trading on NASDAQ OMX Helsinki Ltd after the shares have been entered into the Trade Register, around week 26. Right to dividend and other shareholder rights will commence after the new shares have been entered into the Trade Register. After the Trade Register entry of the new shares, the number of the Honkarakenne's shares will be 5.168.968 shares. As part of the plan, the Board of Directors of Honkarakenne has today decided to grant to Honka Management an interest-bearing loan in the maximum amount of EUR 800,000 to finance the acquisition of Honkarakenne's series B shares. The loan will be repaid in full by 1 August 2014, at the latest. Should the plan be continued by two years, the loan period may be extended respectively. Honka Management has the right to repay the loan prematurely at any time. The plan will be valid until summer 2014, 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 merging Honka Management with Honkarakenne, or by selling the Honkarakenne's shares held by Honka Management to Honkarakenne, or otherwise. The plan will be continued by two years, in case the Honkarakenne's series B share price in May—June 2014 is lower than the average share price which Honka Management paid for its Honkarakenne's shares. During the validity of the plan, the transfer of the Honkarakenne's shares held by Honka Management has been restricted. The share ownership in Honka Management by the members of the Executive Group will mainly be valid until the dissolution of the plan. If the employment or service of a member of the Executive Group ends before the dissolution of the plan, for reasons related to a member of the Executive Group, his or her share in Honka Management may be redeemed before the dissolution of the plan without him or her gaining any financial benefit from the plan. Tuusula 31 May 2010 HONKARAKENNE OYJ The Board of Directors Additional information: President and CEO Esa Rautalinko, tel. +358 400 740 997, e-mail: esa.rautalinko@honka.com Distribution: NASDAQ OMX Helsinki Key media www.honka.com |
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