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2010-10-26 12:40:09 CEST 2010-10-26 12:40:21 CEST REGULATED INFORMATION Aspo - Company AnnouncementASPO PLC'S MANAGEMENT INVESTS IN ASPO SHARESASPO PLC STOCK EXCHANGE RELEASE October 26, 2010 at 13.40 The Board of Directors of Aspo Plc (Aspo) has today decided on a new shareholding plan directed to the management of the Aspo Group (Participants). The purpose of the plan is to enable the Participants to acquire a considerable long-term shareholding in Aspo. Through this plan, the Participants personally invest a considerable amount of their own funds in Aspo shares. The Participants 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 Participants for the part of their personal investment in the plan. For the purpose of the share ownership, the Participants will acquire a limited liability company named Aspo Management Oy (Aspo Management), whose entire share capital they own. The intention of Aspo Management is to acquire an approximate total of 437,500 Aspo shares from the Participants at market price as well as by subscribing for the Aspo shares in a share issue directed to Aspo Management. The acquisitions will be financed by capital investments in Aspo Management by the Participants, in the maximum total amount of EUR 700,000, as well as by a loan provided by Aspo. After the plan has been implemented, the Participants will hold approximately 1.7% of Aspo shares through Aspo Management. As part of the plan, the Aspo Board of Directors has today decided to grant to Aspo Management an interest-bearing loan in the maximum amount of EUR 2,800,000 to finance the acquisition of the Aspo shares. The loan will be repaid in full by March 31, 2014, at the latest. Should the plan be continued by one year at a time in 2014, 2015 and 2016, the loan period may be extended respectively. Aspo Management has the right to repay the loan prematurely at any time and the obligation to repay the loan prematurely by selling the Aspo shares it holds, in case the Aspo share price exceeds a certain level determined in the plan, otherwise than occasionally. The plan will be valid until the spring 2014, when the plan is intended to be dissolved in a manner to be determined later. The plan may be dissolved, e.g., by merging Aspo Management with Aspo, or by selling the Aspo shares held by Aspo Management otherwise. The plan will be continued by one year at a time, in case the Aspo share at the beginning of year 2014, 2015 or 2016 is lower than the average share price which Aspo Management paid for the Aspo shares. During the validity of the plan, the transfer of the Aspo shares held by Aspo Management has been restricted. The Participants' share ownership in Aspo Management will mainly be valid until the dissolution of the plan. On the basis of authorization granted by the Annual Shareholders' Meeting of Aspo on April 7, 2010, the Board of Directors of the Company decided on a share issue against payment directed to Aspo Management. In the share issue, a maximum total of 330,000 shares held by Aspo will be transferred for subscription by Aspo Management, in deviation from the shareholders' pre-emptive subscription rights. There are weighty financial reasons for the deviation from the shareholders' pre-emptive subscription rights as the shares to be transferred in the share issue will be used for the implementation of the shareholding plan of the management of Aspo. Because company held shares are transferred in the share issue, the total number of shares will not change. The subscription price (the transfer price) of a share is the trade volume weighted average quotation of the Aspo share on NASDAQ OMX Helsinki Ltd. during September 1-September 30, 2010, i.e. EUR 7.93 per share. The share subscription period is October 26-November 5, 2010. The subscribed shares must be paid on November 12, 2010, at the latest. The subscription price will be credited to the invested unrestricted equity fund of Aspo. Right to dividend and other shareholder rights will commence after the shares to be transferred have been paid and registered on the book-entry account of Aspo Management. Helsinki October 26, 2010 ASPO PLC The Board of Directors Further information: Gustav Nyberg, chairman of the Board of Directors, Aspo Plc, +358 9 5211, +358 40 503 6420, gustav.nyberg@aspo.com Distribution: NASDAQ OMX Helsinki Key media www.aspo.com Aspo is a conglomerate that owns and develops business operations in Northern Europe and growth markets focusing on demanding B-to-B customers. Our strong company brands - ESL Shipping, Leipurin, Telko and Kaukomarkkinat - aim to be the market leaders in their sectors. They are responsible for their own operations, customer relationships and the development of these. Together they generate Aspo's goodwill. Aspo's Group structure and business operations are continually developed without any predefined schedules. [HUG#1455143] |
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