Talentum Oyj - Company Announcement

Transfer of own shares by a directed share issue related to the stock option plan for the management of Talentum Oyj

Helsinki, Finland, 2014-03-06 13:00 CET (GLOBE NEWSWIRE) -- 

Talentum Oyj        Stock Exchange Release        6 March 2014, at 2.00 p.m.

Transfer of own shares by a directed share issue related to the stock option
plan for the management of Talentum Oyj 

Based on the share issue authorization resolved by the Annual General Meeting
of Shareholders held on March 22, 2013, the Board of Directors of Talentum Oyj
(hereinafter "Talentum” or "the Company") has, for the fulfilment of the
investment requirement related to the stock option plan for the management
resolved by the Board of Directors on December 13, 2013, decided to transfer
own shares held by the Company to certain persons belonging to the key
management of Talentum by a directed share issue. In order to fulfil the
investment requirement, the key managers of Talentum are required to hold in
the aggregate 517,400 Talentum shares to be eligible to receive all of the
stock options. Talentum shares already held by a key manager or by entities in
which the key manager exercises controlling power may also be utilized for the
fulfilment of the investment requirement. 

Transfer of own shares by directed share issue

For the fulfilment of the investment requirement, Talentum transfers the
maximum of 517,400 own shares held by the Company by the directed share issue
to the key managers in deviation from the shareholders' pre-emptive
subscription right. Talentum currently holds 573,479 own shares. 

The price per share in the directed share issue is EUR 1.26, being the volume
weighted average price of shares of Talentum in the stock exchange trading
during ten trading days following the Financial Statement Release disclosed on
February 12, 2014. 

The subscription period commences on March 6, 2014 at 4:00 p.m. Finnish time
and ends on March 27, 2014 at 4:00 p.m. Finnish time. 

The fulfilment of the investment requirement is a precondition for being
eligible to receive the stock options for the key management and the investment
requirement shall remain fulfilled until the end of the share subscription
period pursuant to the stock option plan. In order to ensure the fulfilment of
the investment requirement, transfer restriction shall be registered in the
respective book entry-accounts of the key management with respect to shares
subject to the investment requirement. Transfer restriction covers the maximum
of 517,400 shares of Talentum. 

Financing for acquisition of own shares

Talentum has prepared to provide financing to the key managers for acquisition
of Talentum shares. The maximum amount of financing to be provided per key
manager is 50 per cent of the total price of own shares transferred by Talentum
to the respective key manager. Thus, the total financing provided by Talentum
is at the most EUR 325,962. Own shares transferred by Talentum to the key
managers are intended to be pledged as security for the repayment of the
financing provided by Talentum for the acquisition of Talentum shares. 

Ground for deviation from shareholders' pre-emptive subscription right

There is, for the Company and in the interest of all the Company's
shareholders, a weighty financial reason to  transfer the own shares by the
directed share issue in deviation from the shareholders' pre-emptive
subscription right since the shares are intended to align the interests of the
shareholders and the key managers and to form a part of the incentive and
commitment program of the key managers. The purpose of the arrangement is to
encourage the key managers to invest in the Company's shares and to work on a
long-term basis to increase the share value of the Company. 



In Helsinki, March 6, 2014

TALENTUM OYJ

THE BOARD OF DIRECTORS


ADDITIONAL INFORMATION

Chairperson of the Board Kai Telanne, TEL. +358 400 623169

DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.talentum.com


TERMS AND CONDITIONS FOR THE DIRECTED SHARE ISSUE

Based on the share issue authorization resolved by the Annual General Meeting
of Shareholders held on March 22, 2013, the Board of Directors of Talentum Oyj
(hereinafter "the Company") has decided, for the fulfilment of the share
investment requirement related to the stock option plan for the management, to
transfer own shares held by the Company to certain persons belonging to the key
management of the Company by a directed share issue in accordance with the
following terms and conditions: 

1. By deviating from the pre-emptive subscription right of the shareholders,
the key management of the Company is offered to subscribe at the most 517,400
own shares held by the Company. 

2. The total amount of the directed share issue is EUR 651,924.

3. The share issue is implemented by deviating from the pre-emptive
subscription right of the shareholders. The ground for the directed share issue
is the stock option plan disclosed by the Company on December 13, 2013.
Investment to the Company's shares is a precondition for the stock option plan.
The key management is required to hold in the aggregate 517,400 shares of the
Company to be eligible to receive all the stock options. The shares are
intended to align the interests of the shareholders and the key managers and to
form a part of the incentive and commitment program of the key managers. The
purpose of the arrangement is to encourage the key managers to invest in the
Company's shares and to work on a long-term basis to increase the share value
of the Company. Consequently, the Company has a weighty financial reason for
deviating from the pre-emptive subscription right of the shareholders. 

4. The subscription price per share is EUR 1.26. The price is the volume
weighted average price of shares of the Company in the stock exchange trading
during ten trading days following the Financial Statement Release disclosed on
February 12, 2014. 

5. The subscription right is not transferable and there is no secondary
subscription right. 

6. The key managers undertake not to transfer the shares of the Company
subscribed in the directed share issue until the end of the share subscription
period pursuant to the stock option plan for the management. In order to ensure
the fulfilment of the investment requirement, transfer restriction shall be
registered in the respective book entry-accounts of the key management with
respect to shares subject to the investment requirement. 

7. The shares shall be subscribed in a separate confirmation of participation
to be provided to the key managers. The subscription period commences on March
6, 2014 at 4:00 p.m. Finnish time and ends on March 27, 2014 at 4:00 p.m.
Finnish time. 

8. The Company has prepared to provide financing to the key managers for
acquisition of own shares of the Company in the directed share issue. The
maximum amount of financing to be provided per key manager is 50 per cent of
the total price of own shares transferred by the Company to the respective key
manager. Thus, the total financing provided by the Company is at the most EUR
325,962. A key manager shall inform in connection with the confirmation of
participation, whether he or she wishes to use the financing provided by the
Company. Own shares transferred by the Company to the key managers are intended
to be pledged as security for the repayment of the financing provided by the
Company for the acquisition of such shares. 

9. The subscription price for the shares shall be recorded entirely to the
Company's fund of the invested unrestricted equity. 

10. The payment of the subscription price for the shares shall be made to the
Company on April 4, 2014, at the latest, pursuant to the instructions provided
separately to the key managers. 

11. The shares subscribed in the directed share issue shall be transferred to
the key managers on April 4, 2014, at the latest. 

12. The number of own shares held by the Company is immediately prior to the
directed share issue 573,479. In case all the own shares offered for
subscription are subscribed, the number of own shares held by the Company is
immediately after the execution of the directed share issue 56,079. 

13. The Board of Directors shall resolve on all other issues related to the
directed share issue. 

In the event of discrepancies, the Finnish language version shall prevail.