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2010-08-26 08:00:00 CEST 2010-08-26 08:00:01 CEST REGULATED INFORMATION Efore - Company AnnouncementEFORE PLC'S MANAGEMENT INVESTS IN THE COMPANY'S SHARESEFORE PLC STOCK EXCHANGE RELEASE 26 August 2010 at 09.00 a.m. The Board of Directors of Efore Plc (Company) has on 25 August 2010 decided on a new shareholding plan directed to the members of the Efore Group Executive Management Team. The plan enables the participants to acquire a considerable long-term shareholding in the Company. Through this plan, the executives personally invest a considerable amount of their own funds in the Company's shares. The executives finance their investments partly themselves and partly by a loan provided by the Company. 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 Management Team will establish a limited company named Efore Management Oy (Efore Management), whose entire share capital they own. The intention of Efore Management is to acquire a maximum total of 2,084,400 Company's shares from the members of the Executive Management Team as well as by subscribing for new Company shares in a share issue directed to Efore Management. The acquisitions will be financed by capital investments in Efore Management by the members of the Executive Management Team, in the maximum total amount of EUR 300,000, as well as by a loan provided by the Company. After the plan has been implemented, the members of the Executive Management Team will hold 4.9% of the Company's shares through Efore Management. As part of the plan, the Board of Directors of the Company has decided to grant to Efore Management an interest-bearing loan in the maximum amount of EUR 1,200,000 to finance the acquisition of the Company's shares. The loan will be repaid in full by 30 April 2014, at the latest. Should the plan be continued by one year at a time in 2013 and 2014, the loan period may be extended respectively. Efore Management has the right to repay the loan prematurely at any time and the obligation to repay the loan prematurely by selling the Company's shares it holds, in case the Company's share price exceeds a certain level determined in the plan, otherwise than occasionally. The plan will be valid until the end of the year 2013, after which the plan is intended to be dissolved in a manner to be determined later. The plan may be dissolved, e.g., by merging Efore Management with the Company, or by selling the Company's shares held by Efore Management to the Company, or otherwise. The plan will be continued by one year at a time, in case the Company's share at the end of year 2013 or 2014 is lower than the average share price which Efore Management paid for the Company's shares. During the validity of the plan, the transfer of the Company's shares held by Efore Management has been restricted. The share ownership in Efore Management by the members of the Executive Management Team will be valid until the dissolution of the plan. On the basis of authorization granted by the Annual General Meeting of Shareholders of the Company on 9 February 2010, the Board of Directors of the Company decided on a share issue against payment directed to Efore Management on 25 August 2010. In the share issue, a maximum total of 2,000,000 new Company shares will be offered for subscription by Efore Management, 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 shareholding plan of the members of the Company's Executive Management Team. The subscription price of a new share is EUR 0.70. The subscription price is based on the prevailing market price of the Company share. Efore Management will pay the subscription price in cash upon subscription. The share subscription period is 13 September—8 October 2010. The subscription price of the new shares will be credited to the reserve for invested unrestricted equity of the Company. Right to dividend and other shareholder rights will commence after the new shares have been entered into the Trade Register. The shares will be registered on the book-entry account of Efore Management and they will be applied for public trading on NASDAQ OMX Helsinki Ltd after their Trade Register entry. On the basis of the share issue the number of the Company shares will increase from the current 40,529,648 shares to a maximum of 42,529,648 shares. The shares to be subscribed in the share issue will represent an approximate maximum of 4.7 % of the number of shares and votes after the share issue. EFORE PLC The Board of Directors Further information: Mr Vesa Vähämöttönen, President and CEO, tel. +358 9 4784 6312 Distribution NASDAQ OMX Helsinki Ltd, Mainmedia Efore Group Efore Group is an international company providing services for ICT and industrial electronics. Its operations comprise energy saving custom-designed power supplies, power systems, manufacturing of demanding electronics, and related service and maintenance. Efore's head office is in Espoo, Finland. Besides Finland, the company's product development and marketing units are located in China, the USA and Sweden. Its production units are located in China and Estonia. In the fiscal year ending in October 2009, consolidated net sales totaled EUR 64.1 million and the Group's personnel averaged 565. The company's share is quoted on the Nasdaq OMX Helsinki Ltd. www.efore.com |
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