|
|||
2007-10-05 07:25:00 CEST 2007-10-05 07:25:00 CEST REGULATED INFORMATION Salcomp Oyj - Company AnnouncementDECISION BY THE BOARD OF DIRECTORS REGARDING THE TRANSFER OF STOCK OPTIONS 2007A IN RELATION TO NORDSTJERNAN'S TENDER OFFERSalcomp Plc Stock Exchange Release 5 October 2007 at 08:25 Finnish time DECISION BY THE BOARD OF DIRECTORS REGARDING THE TRANSFER OF STOCK OPTIONS 2007A IN RELATION TO NORDSTJERNAN'S TENDER OFFER The Board of Directors of Salcomp Plc. (“Salcomp”) has received information according to which certain holders of Salcomp's stock options 2007A (the “Stock Options”) have informed Nordstjernan AB (“Nordstjernan”) of their willingness to accept Nordstjernan's tender offer announced on 13 September 2007 (the “Tender Offer”). While Nordstjernan under the Securities Market Act has an obligation to make a mandatory tender offer for all the shares and options issued by Salcomp, including the Stock Options, the holders of Stock Options are not automatically able to accept the Tender Offer and transfer their Stock Options as section I.5 of the terms and conditions of the Stock Options provides that a transfer of the Stock Options prior to the beginning of the subscription period (commencing on 1 April 2010) requires permission from the Board of Directors of Salcomp. The Board has discussed the issue in its meeting to consider whether there may be prerequisites under the terms and conditions of the Stock Options for the Board to give its permission in relation to the Tender Offer. The Board noted in its meeting that there are no specific provisions regarding public tender offers in the terms and conditions of the Stock Options, as opposed to e.g. squeeze out proceedings under the Companies Act expressly mentioned in section II.7 of the terms and conditions. The obligation of Nordstjernan to make a mandatory tender offer for all the shares and options in Salcomp results from the Securities Market Act which does not as such constitute a reason to deviate from the terms and conditions of the Stock Options according to which the subscription period and the transferability of the Stock Options will commence on 1 April 2010. The Board further discussed that according to the terms and conditions of the Stock Options the Stock Options are intended to form a part of Salcomp's incentive and commitment program for the group key personnel, and that the Board may determine certain prerequisites for the company's total shareholder return which have to be fulfilled before the share subscription may begin. Further, the Stock Options were issued by a decision of Salcomp's annual general meeting of shareholders on 29 March 2007, i.e. approximately six months ago, which indicates that the purpose sought by the AGM, i.e. to incentivize and commit the group key personnel for a longer period of time would not be realized if the Board would at this stage give its permission to transfer the Stock Options. Finally, the Board concluded that the existence of the Tender Offer does not affect the above purpose of the Stock Options. On the basis of the above reasoning and discussion the Board decided that there are no reasons for the Board to give its permission for the transfer of the Stock Options in accordance with section I.5 of the terms and conditions of the Stock Options. Accordingly, it will not be possible for the Stock Option holders to participate in the Tender Offer by selling their Stock Options. Salcomp Plc Board of Directors Further information: Antti Salminen, CFO, tel. +358 40 535 1216 Distribution: Nordic Exchange, Helsinki The main media www.salcomp.com |
|||
|