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2010-01-25 09:59:17 CET 2010-01-25 10:00:24 CET REGULATED INFORMATION Okmetic Oyj - Changes board/management/auditorsKAI SEIKKU APPOINTED NEW PRESIDENT OF OKMETIC, NEW INCENTIVE PLAN FOR THE TOP MANAGEMENT OF OKMETIC OYJ IN THE FORM OF A SHARE OWNERSHIP PROGRAMOKMETIC OYJ STOCK EXCHANGE RELEASE 25 JANUARY 2010 AT 11.00 A.M KAI SEIKKU APPOINTED NEW PRESIDENT OF OKMETIC, NEW INCENTIVE PLAN FOR THE TOP MANAGEMENT OF OKMETIC OYJ IN THE FORM OF A SHARE OWNERSHIP PROGRAM The Board of Directors of Okmetic Oyj has today appointed M.Sc. (Econ.) Kai Seikku the new President of the Company. Seikku will start in his position today on 25 January 2010. Kai Seikku (born 1965) has previously served as CEO of HKScan Corporation and before that, among others, as CEO for Hasan & Partners Oy. He has also been employed for The Boston Consulting Group. The Chairman of the Board of Directors, Henri Österlund, comments: "Kai Seikku has a strong record of leading change and he is an experienced leader in expert organizations. We expect Kai's competence to significantly contribute to Okmetic's development in a situation, where it is possible to combine the Company's world class expertise and the potential offered by the growing markets. In addition, the significant commitment by Kai Seikku and the deputy to the President of the Company Mikko Montonen through their own investments is very welcome". The Board of Directors of Okmetic Oyj (Okmetic) has today decided on a new share ownership program directed to the top management of Okmetic Group. The purpose of the program is to commit the Company's top management by encouraging them to acquire and hold the Company's shares and thus to increase Okmetic's shareholder value in the long term. For purposes of the share ownership, the Company's President Kai Seikku and deputy to the President Mikko Montonen are establishing a limited company, the entire share capital of which they own. The purpose of such company is to acquire Okmetic shares by subscribing for new Okmetic shares in a share issue directed to the company. The acquisitions are financed on one hand by capital investments in the company to be established by the management, in the maximum total amount of EUR 400,000, and on the other hand by a loan to be granted by Okmetic. Other key persons in the Company may later be made shareholders of the company. On the basis of the authorization granted by the Annual General Meeting of Shareholders of Okmetic on 2 April 2009, the Board of Directors of Okmetic decided today on a share issue against payment, which was directed to the company to be established owned by the top management. A total of 400,000 new shares in Okmetic was in the share issue offered for subscription to the company to be established in derogation from the shareholders' pre-emptive subscription right. There are from Okmetic's point of view weighty financial reasons for the derogation from the shareholders' pre-emptive subscription right, as the shares issued in the share issue will be used for the incentive and commitment arrangement for the management. The subscription price of the new share of Okmetic is EUR 3/share. The subscription price is based on the prevailing market price of the share and the size of the share issue. The company to be established has today subscribed for all the shares offered and undertaken to pay the subscription price by February 26 2010. The Board of Directors has approved the subscription of the shares. As a consequence of the share subscriptions, Seikku and Montonen hold approximately 2.3 % of the Okmetic shares through the company established by them. The amount that corresponds to the subscription price of the new shares, EUR 1,200,000, will be credited to the reserve for invested unrestricted equity of the Company. The right to dividend and other shareholder rights will commence when the new shares have been entered into the Trade Register and the Company's shareholders' register. The shares will be registered on the book-entry account of the subscriber and applied for public trading on the NASDAQ OMX Helsinki Ltd. when the shares will have been entered into the Trade Register, on or about week 9. As a result of the share issue, the number of Okmetic's shares increases from the current 16,887,500 to 17,287,500 shares. The share capital will not change as a consequence of the share issue. The shares subscribed for in the share issue represent approximately 2.3 % of the shares and votes in Okmetic after the completion of the share issue. The program will be in force approximately 3 years, at which time it is intended to be dissolved in a manner to be determined later. The program may be dissolved, e.g. by placing the company to be established into liquidation or by merging it into Okmetic, or by otherwise selling the Okmetic shares held by the company to be established. The program will be extended by one year, in case the trading price of Okmetic's share during the five trading days following the original expiry date of the program is lower than the share subscription price, for which the company to be established has acquired its Okmetic shares. As part of the arrangement, the Board of Directors of Okmetic has on 25 January 2010 decided to grant to the company to be established an interest-bearing loan in the maximum amount of EUR 8,000,000 for purposes of financing the subscription of the Okmetic shares. The entire loan will be repaid at the expiration of the program, at the latest. Should the program be extended by one year, the loan period may be extended respectively. The company to be established has a right to repay the loan prematurely at any time. The Board of Directors of Okmetic has also granted a loan to Montonen to be used in the capitalization of the company to be established. During the term of the program, the transfer of the Okmetic shares held by the company to be established has been restricted and the shares of said company may not be transferred before the expiry of the program. OKMETIC OYJ The Board of Directors For further information, please contact: The Chairman of the Board of Directors, Henri Österlund, Okmetic Oyj, tel. +358 50 348 9600 Distribution: NASDAQ OMX Helsinki Principal media www.okmetic.com OKMETIC IN BRIEF Take it higher Okmetic is a technology company which supplies tailor-made silicon wafers for sensor and semiconductor industries and sells its technological expertise to the solar cell industry. Okmetic provides its customers with solutions that boost their competitiveness and profitability. Okmetic's silicon wafers are part of a further processing chain that produces end products that improve human interaction and quality of life. Okmetic's products are based on high-tech expertise that generates added value for customers, innovative product development and an extremely efficient production process. Okmetic has a global customer base and sales network, production plants in Finland and the US and contract manufacturers in Japan and China. Okmetic's shares are listed on NASDAQ OMX Helsinki under the code OKM1V. For more information on the company, please visit our website at www.okmetic.com. [HUG#1376642] |
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