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2007-11-23 14:50:00 CET 2007-11-23 14:50:00 CET REGULATED INFORMATION Done Solutions Oyj - Company AnnouncementDONE SOLUTIONS INTRODUCES EXECUTIVE OPTION SCHEMEDone Solutions Oyj Stock Exchange Release November 23, 2007 at 3.50 pm DONE SOLUTIONS INTRODUCES EXECUTIVE OPTION SCHEME Based on the rights issue authorization approved by the Shareholders' Meeting of April 3 2007, the Executive Board of Done Solutions Oyj has today decided on a new corporate option scheme, comprising a maximum of 3,684,365 option rights. Each option right entitles the holder to one Done Solutions Oyj share. The proportion of stock, to be subscribed based on the option rights to be issued, will now total a maximum of 5.4% of the company's capital stock and voting rights once the new shares to be subscribed via the option rights have been registered. The option rights have been divided into three series, A (1,684,365 stock options), B (1,000,000 stock options) and C (1,000,000 stock options). The subscription period for series A option rights is May 1 2009 - May 1 2013, for series B option rights November 1 2010 - November 1 2014 and for series C option rights May 1 2012 - May 1 2016. The subscription price of the shares will be the weighted mean price of Done Solutions Oyj's shares during 1 - 30 November 2007 (for series A option rights), 1 -30 April 2009 (for series B option rights) and 1 - 30 November 2010 (for series C option rights). If a person's work or employment relationship ceases before the beginning of the shares' subscription period, he must relinquish without recompense any such option rights for which the shares' subscription period has not yet commenced by the termination date of the work or employment relationship. This obligation does not, however, apply to any persons whose work or employment relationship has come to an end due to retirement or death. The option rights shall be granted to members of the Group management in accordance with the decision of Done Solutions Oyj's Executive Board. A significant proportion of the option rights shall be reserved for Done Medical Oy, a wholly owned subsidiary of Done Solutions Oyj. The Board of Done Solutions Oyj shall decide on the allocation of these reserved option rights at a later date. The Executive Board may extend the number of recipients of the option rights at a later date or decide on their allocation, for instance in connection with any further business restructuring or recruitment. Those members of the company's inner group who will be entitled to subscribe to shares via the option rights, currently own less than one (1) per cent of the company's shares and associated voting rights. The complete Terms and Conditions of the company's Executive Stock Option Scheme are attached. Olli-Pekka Salovaara President and CEO Done Solutions Oyj APPENDIX Terms and Conditions of the Stock Option Scheme Further information is available from: Olli-Pekka Salovaara, President and CEO GSM 040-5675520, olli-pekka.salovaara@donesolutions.com http://www.donesolutions.com Distribution: The Helsinki Stock Exchange The Finnish Financial Supervision Authority (FIN-FSA) Key Media Done Solutions Oyj is the parent company of Done Group, quoted on the Helsinki Stock Exchange (OMX). High-quality, specialist Finnish know-how as well as export-based business activities characterize Done's subsidiaries. THE DONE SOLUTIONS OYJ OPTION SCHEME 2007 Based on the rights issue authorization approved by Done Solutions Oyj's (hereinafter ”Done” or ”the company”) Shareholder Meeting of April 3, 2007, on November 23, 2007 Done's Executive Board decided to grant option rights to members of the corporate management of Done and its subsidiaries as well as of its subsidiary, Done Medical Oy, with the following conditions: I TERMS AND CONDITIONS REGARDING THE OPTION RIGHTS ISSUE 1. Number of Option Rights A maximum of 3,684,365 option rights shall be granted, entitling the holders to subscribe in total for a maximum of 3,684,365 of Done's new shares. One option right entitles the holder to subscribe to one share. 2. Option Rights Of the option rights, 1,684,365 shall be marked series A, 1,000,000 series B and 1,000,000 series C. The company shall send the recipients of the option rights written notification regarding the granting of the option rights. The option rights shall be issued in the book-entry securities system. 3. Recipients of the Option Rights As distinct from standard stockholders' subscription rights, the option rights shall be granted to members of Done's Group management and the management of Done's wholly owned subsidiary, Done Medical Oy. Standard stockholders' subscription rights shall not apply, because the option rights are intended to form part of Done Group's staff incentive scheme. During the issue phase, all 2007B and 2007C option rights as well as a proportion of the 2007A option rights shall be allocated to Done Medical Oy. 4. Allocation of the Option Rights The option rights shall be allocated in a way determined by the Executive Board. Done Medical Oy shall be granted option rights insofar as they are not allocated to members of Done Group management. Done's Board shall decide on the allocation of option rights to be granted to Done Medical Oy, or later relinquished to Done Group, to any members of the management employed by, or to be recruited by, Done Medical Oy. The company shall send written notification about the offer of option rights to all of the recipients. The option rights shall be granted as soon as the recipient of the option rights has accepted the offer made by the company. 5. Disposal and Relinquishment of the Option Rights Option rights for which the subscription time as described under II.2 has not yet commenced cannot be transferred to a third party or lodged as securities without the bespoke written consent of the company's Executive Board. The option rights are freely transferable as soon as their respective subscription time has commenced. The option holder is obliged to notify the company in writing without delay if he intends to dispose of his option rights. Notwithstanding the above, the Board may grant permission for the transfer of option rights even earlier. If the option holder's work or employment relationship with Done Group ceases for reasons other than retirement or death, he must without delay relinquish to the company or its nominee any such option rights for which the subscription time, as specified under II.2, has not commenced on the termination date of the work or employment relationship. In such cases, the Executive Board may, however, decide that the option holder may keep all or a proportion of the option rights subject to relinquishment. The company shall be entitled, irrespective of whether the option holder has offered to relinquish the option rights to the company or not, to notify the option holder in writing that, due to the above-mentioned reason, the option holder has forfeited his option rights. Irrespective of whether the company has been offered back the option rights or not, the company shall be entitled to lodge an application for, and have all relinquishable option rights transferred from, the option holder's book-entry account to any book-entry account of its choosing without the consent of the option holder. Furthermore, the company shall have the right to have registered any restrictions on the right of disposal of option rights and any similar restrictions on the option holder's book-entry account without the holder's consent. II TERMS RELATING TO THE SHARE SUBSCRIPTION 1. Right to Subscribe to New Shares Each option right shall entitle its holder to subscribe for one (1) new share in the company. As a result of the share subscriptions, the number of the company's shares may increase by a maximum of 3,684,365 new shares. The subscription value of a share will be recorded in the distributable equity fund. As Done's subsidiary company, Done Medical Oy cannot, based on option rights, subscribe for Done's shares. 2. Subscription for and Payment of Shares The subscription times for the shares are as follows: For option rights A May 1, 2009 - May 1, 2013 For option rights B November 1, 2010 - November 1, 2014 For option rights C May 1, 2012 - May 1, 2016 The subscription of the shares shall take place at the company's headquarters or at another location to be announced at a later date. The shares must be paid for at the time of subscription, into a bank account specified by the company. The company shall decide on all measures associated with the capital stock subscription. 3. Share Subscription Prices The subscription prices of the shares are: - For option rights 2007A, the trade-weighted mean price of Done's shares on the Helsinki Stock Exchange during 1 - 30 November 2007 - For option rights 2007B, the trade-weighted mean price of Done's shares on the Helsinki Stock Exchange during 1 - 30 April 2009 and - For option rights 2007C, the trade-weighted mean price of Done's shares on the Helsinki Stock Exchange during 1 - 30 November 2010. The subscription price of a share to be subscribed for via option rights will be reduced after the termination of the calculation period for the subscription price, by the number of dividends decided in advance of the share subscription, on the record date of each payment of the dividends. The subscription price of a share shall, however, always be a minimum of €0.01. 4. Registration of Option Rights and Shares The option rights used for stock subscriptions shall be debited from the subscriber's book-entry account and the subscribed and fully paid for stock will be entered into it. Every financial quarter, at its meetings, the Executive Board of the company approves any stock subscriptions made, and based on these approved subscriptions, sends notification of its increase of capital stock to be registered without any due delay and for the new shares to be made available for trading together with the other publicly traded shares of the company. The company's Board does not, however, prior to the company's stockholder meeting, have any obligation to approve any subscriptions completed after the close of its financial year. 5. Stockholder Rights The shares' dividend entitlement and other stockholder rights shall commence once the shares have been entered into the Trade Register. 6. Rights Issues, Convertible Bonds and Option Rights prior to the Share Subscription If, prior to the capital stock subscription, the company decides on a rights issue or a granting of new option rights or other special stock entitlement rights, the option holder shall have the same or equal rights as a stockholder. This equality shall be implemented as decided by the Executive Board so that the number of subscribable shares or the subscription prices, or both, shall be modified. 7. Option Holders' Rights in Specific Cases If the company pays dividends or returns capital from its distributable equity fund, the subscription price of a share, to be subscribed via an option right, shall be reduced once the determination period for the subscription price has commenced, by an amount equivalent to the stock, decided in advance of the stock subscription, or distributable equity on the record date of each payment of the dividends or return of capital. If the company reduces its capital stock by distributing capital to stockholders, the subscription price of shares to be subscribed via option rights shall be reduced after the commencement of the determination period of the subscription price and by an amount equivalent to the distributable equity decided in advance of the share subscription on the record date of the return of capital. If, prior to the share subscription, the company shall enter into receivership, the option holders shall be reserved an opportunity to use their option rights during a period of time set by the Executive Board before the liquidation is to commence. If the company is removed from the Trade Register prior to the share subscription, an option holder shall be entitled to the same or equivalent rights as a stockholder. If the company decides to merge with another company (as a merging company) or to merge with a company formed as a result of a combination merger or decides to demerge, the option holders shall be granted the right to subscribe for the stock during a specific period of time set by the Board prior to the merger or demerger. After this, the entitlement to share subscription will cease to exist. If the transfer of the option rights is banned as specified under section I.5, the option holder has, nevertheless, the right to dispose of his option rights during the specific period of time set by the Board prior to the merger or demerger. The provisions pertaining to Chapter 16, Section 13 of the General Corporate Law shall be applied to the redemption of option rights. The purchase or redemption of the company's stock or the acquisition of option rights or other special stock entitlement rights shall not affect the status of the option holder. However, if the company decides to purchase or redeem its own stock from all stockholders, the option holders must be made an equivalent offer. If, prior to the end of the shares' subscription period, any stockholder becomes subject to a redemption right or obligation to all shares, as described by Chapter 18, Section 1 of the General Corporation Law, based on the fact that the said stockholder holds in excess of 90% of the company's shares and associated voting rights, the option holders shall be reserved the right to exercise their share subscription right during the specific period of time set by the Board or an equal opportunity alongside other stockholders to sell their option rights to the buyer irrespective of the transfer restriction, outlined in I.5 above. Any stockholder whose share of the company's stock and associated voting rights has risen above 90% shall be entitled to buy the option rights owned by an option holder and, should the stockholder decide to exercise this right, the option holder shall have the obligation to sell his option rights to the stockholder at the market price. If, prior to a stock subscription, any stockholder becomes subject to a redemption obligation for shares owned by others, as per Chapter 6, Section 6 of the Securities Market Act, the option holder can, without the restriction described in I.5 above applying, offer his own option rights to be redeemed by the buyer or to be exchanged with the buyer's option rights, under equal terms with existing stockholders, where applicable. III OTHER ASPECTS Finnish law shall be applied to these Terms and Conditions. Any disputes concerning option rights shall be resolved through arbitration proceedings, in compliance with the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland. The Executive Board may decide on the transfer of option rights to a book-entry securities system at a later date together with any technical modifications to these Terms and Conditions, as well as on any immaterial modifications and specifications thereto. The Board shall decide on any other aspects in relation to option rights. All documents concerning option rights are available for viewing at the headquarters of Done Solutions Oyj. The company shall be entitled to take back any unrelinquished or unsubscribed option rights of any option holders without recompense if the option holder violates these Terms and Conditions or any orders given by the company based on these Terms and Conditions, or acts against the applicable laws or orders issued by public authorities. This is a translation of the Finnish version of the Terms and Conditions. In resolving any ambiguities in interpretation arising from the translation, the Finnish version shall prevail. |
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