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2010-06-23 07:00:00 CEST 2010-06-23 07:00:02 CEST REGULATED INFORMATION Affecto Oyj - Company AnnouncementAFFECTO PLC'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLANAFFECTO PLC STOCK EXCHANGE RELEASE 23 June 2010 at 08.00 AFFECTO PLC'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLAN The Board of Directors of Affecto Plc (Affecto) has decided on a new incentive plan directed to the selected members of the Affecto Group Executive Team (Participants). The purpose of the plan is to commit the Participants to the Company by encouraging them to acquire and hold the Company's shares, and this way increase the Company's shareholder value in the long run. Through this incentive plan, the Participants personally invest a considerable amount of their own funds in Affecto's shares. The Participants finance their investments partly themselves and partly by a loan provided by Affecto. 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 company named Affecto Management Oy (Affecto Management), whose entire share capital they own. The intention of Affecto Management is to acquire Affecto shares partly from the market or from the Participants at market price, and partly from Affecto. The number of shares to be acquired is a maximum total of 870,000 Affecto shares. The acquisitions will be financed by capital investments in Affecto Management by the Participants, in the maximum total amount of EUR 400,000 as well as by a loan provided by Affecto, in the maximum amount of EUR 1,600,000. Some of the Participants will finance their capital investments in Affecto Management by transferring a proportion of Affecto's shares they hold to Affecto Management or by selling them to the market. After the plan has been implemented in full, the Participants will hold approximately 4.0% in the maximum, of the Affecto shares through Affecto Management. As part of the plan, the Board of Directors of Affecto has decided to grant to Affecto Management an interest-bearing loan in the maximum amount of EUR 1,600,000 to finance the acquisition of the Affecto shares. The loan will be repaid in full by 31 December 2013, at the latest. Should the plan be continued by one year at a time in 2013 or 2014, the loan period may be extended respectively. Affecto Management has the right to repay the loan prematurely at any time and the obligation to repay the loan prematurely by selling the Affecto shares it holds, in case the Affecto share price exceeds a certain level determined in the plan, otherwise than occasionally. The plan will be valid until the announcement of the Affecto's Q3/2013 interim report after which the plan is intended to be dissolved in a manner to be determined later. The plan may be dissolved, e.g., by merging Affecto Management with Affecto, or by selling Affecto shares held by Affecto Management for covering the loan repayment, or otherwise. The plan will be continued by one year at a time, in case the Affecto share price in October—November 2013 is lower than the average share price which Affecto Management paid for its Affecto shares. During the validity of the plan, the transfer of the Affecto shares held by Affecto Management has been restricted. The share ownership in Affecto Management by the Participants will mainly be valid until the dissolution of the plan. If the employment or service of a Participant ends before the dissolution of the plan, for reasons related to a Participant, his or her share in Affecto Management may be redeemed before the dissolution of the plan without him or her gaining any financial benefit from the plan. Affecto Plc The Board of Directors Further Information: Mr Aaro Cantell, Chairman of the Board of Directors, Tel. +358 400 706 072 Mr Jukka Ruuska, Vice Chairman of the Board of Directors, Tel. +358 50 1732 www.affecto.com |
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