LASSILA & TIKANOJA PLC Stock exchange announcement 1 September 2009 2.00 pm
LASSILA & TIKANOJA APPLIES FOR LISTING OF 2005C SHARE OPTIONS
The Board of Directors of Lassila & Tikanoja plc has resolved to apply for
listing of share option rights C of the 2005 share option scheme on NASDAQ OMX
Helsinki to commence on 2 November 2009.
A total of 230,000 2005C options were issued. Presently, 37 key persons hold
200,000 2005C options. L&T Advance Oy, a wholly-owned subsidiary of Lassila &
Tikanoja plc, holds 30,000 2005C options which will not be exercised.
Each share option entitles its holder to subscribe for one share of Lassila &
Tikanoja plc at a subscription price of EUR 26.87. The exercise period is from 2
November 2009 until 31 May 2011.
As a result of the exercise of the outstanding 2005C share options, the share
capital of Lassila & Tikanoja plc may increase by a maximum of EUR 100,000 and
the number of the Lassila & Tikanoja plc shares may increase by a maximum of
200,000 new shares, which is 0.5% of the current number of shares.
Lassila & Tikanoja 2005 options shall be subscribed at Evli Bank plc.
The terms and conditions of the share option scheme 2005 are appended.
Additional information on Lassila & Tikanoja's option schemes is available on
the company's website www.lassila-tikanoja.com.
LASSILA & TIKANOJA PLC
Jari Sarjo
President and CEO
APPENDIX ORIGINAL TERMS AND CONDITIONS OF OPTION PLAN 2005
For additional information please contact Heli Pantzar, Finance Director,
tel. +358 10 636 2884
Distribution:
NASDAQ OMX Helsinki
Major media
www.lassila-tikanoja.com
APPENDIX
LASSILA & TIKANOJA PLC'S OPTION PLAN 2005
I TERMS AND CONDITIONS OF STOCK OPTIONS
1. Amount of stock options
The number of stock options issued shall be a maximum of 600,000. The issued
stock options entitle their holders to subscribe for a maximum total of 600,000
Lassila & Tikanoja plc's (‘the Company' or ‘Lassila & Tikanoja') shares with a
book counter value of EUR 0.50 each.
2. Granting of stock options
The stock options shall, with deviation from the shareholders' pre-emptive right
to subscription, be issued to the key personnel (including the President and
CEO) (‘the Participants') of Lassila & Tikanoja plc's (or its subsidiaries,
together forming ‘the Lassila & Tikanoja Group') as determined by the Board of
Directors of the Company (‘the Board') to increase the Participants' motivation
and commitment to the Company. Part of the stock options, or if the Board so
decides all of the stock options, will be at first granted to a wholly-owned
subsidiary of the Company. The subsidiary may then, at a later stage, grant
these stock options to key personnel included in the Company's incentive plan.
By accepting the stock options, each Participant undertakes to comply with all
of the terms and conditions of this stock option plan.
The shareholders' pre-emptive right to subscription is deviated from because the
stock options are meant to be part of the Lassila & Tikanoja Group's incentive
plan. From the point of view of the Company, this constitutes a valid economic
reason for deviating from the shareholders' pre-emptive right.
3. Subscription of stock options
The Company shall notify each Participant of the granting of the stock options
at the time and in the manner specified by the Board. The stock options will be
granted free of charge. The acceptance of the stock options shall take place at
the time and in the manner specified by the Board.
The stock options shall be distributed to the Participants in the manner
determined by the Board. The stock options granted to a subsidiary of Lassila &
Tikanoja plc are intended to be granted at a later date to Participants employed
by the Lassila & Tikanoja Group at the time or to be recruited later. The
subsidiary is not permitted to exercise the stock options.
4. The stock options and the book entry-system
Lassila & Tikanoja plc shall issue a maximum of 600,000 stock options, of which
170,000 will be marked as “2005A”, 200,000 as “2005B” and 230,000 as “2005C”.
The stock options shall be issued within the book-entry system. The Board shall
decide on the applicable procedure and schedule. The stock options shall be
entered in the book-entry account of the Participant before the beginning of the
share subscription period specified for each option class under Section II.2.
The stock options concerned are subject to the restriction stated in Section I.5
below, which will be recorded in the book-entry system as a restriction
concerning all the stock options. The Company may record any transfer
restrictions or other restrictions relating to the stock options as referred to
in Section I.5 below in the book-entry account of the Participant without the
consent of the Participant. The Company shall also have the right to transfer
the stock options of the Participant to a book-entry account designated by the
Company without the consent of the Participant to implement the restrictions
mentioned under Section I.5 below.
5. Restrictions regarding the transfer of stock options and an obligation to
return stock options
Those stock options whose share subscription period referred to in Section II.2
below has not commenced may not be transferred to a third party or pledged
without the Company's approval. The decision on the approval is made by the
Board. After the commencement of the share subscription period, the stock
options may be transferred freely.
Should the Participant cease to be employed by a company belonging to the
Lassila & Tikanoja Group for any reason other than retirement or death, such a
person shall without delay offer to the Company, free of charge, those stock
options whose share subscription period has not commenced by the date of the
termination of the employment contract. The Board may for special reasons make
an exception to this rule. The Company may on its own initiative decide to
remove the stock options when this condition applies, even if the Participant
has not offered the stock options, free of charge, to the Company or to a third
party designated by the Company. The Company shall have the right to grant the
stock options returned to its custody, or to order them to be granted, to
parties referred to in the stock option plan.
When the aforesaid obligation applies to the stock options, the Company shall be
entitled to have the transfer of the stock options to the Company, or to a third
party specified by the Company, recorded in the book-entry system.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
1. Right to subscribe for new shares
Each stock option entitles its holder to subscribe for one (1) share of Lassila
& Tikanoja plc with the accounting equivalent value of EUR 0.50 per share. As a
result of such share subscription, the amount of shares of Lassila & Tikanoja
Corporation may increase by a maximum of 600,000 new shares and the share
capital may increase by a maximum of EUR 300,000.
2. Share subscription and payment
The share subscription period shall be:
for the 2005A stock options 2.11.2007 - 29.5.2009,
for the 2005B stock options 3.11.2008 - 31.5.2010,
for the 2005C stock options 2.11.2009 - 31.5.2011,
The share subscription shall take place at the head office of Lassila & Tikanoja
plc or possibly at another location specified by the Company later. The payment
for the subscription shall take place immediately upon making the subscription.
The Board shall decide on the acceptance of the subscriptions.
3. Subscription price
The share subscription price
- for the 2005A stock options shall be the trade volume weighted average price
of the Company's share on the Helsinki Stock Exchange in May 2005, rounded off
to the nearest cent.
- for the 2005B stock options shall be the trade volume weighted average price
of the Company's share on the Helsinki Stock Exchange in May 2006, rounded off
to the nearest cent.
- for the 2005C stock options shall be the trade volume weighted average price
of the Company's share on the Helsinki Stock Exchange in May 2007, rounded off
to the nearest cent.
The subscription price of the stock options shall, as per the dividend record
date, be reduced by the amount of dividend which exceeds 70% of the profit per
share for the financial period to which the dividend applies. However, only such
dividends whose distribution has been agreed upon after the option pricing
period and which have been distributed prior to the share subscription are
deducted from the subscription price.
Pursuant to the Companies Act, the share subscription price shall always be at
least the accounting equivalent value per share.
4. Registration of the shares
Shares subscribed for and fully paid for shall be entered in the subscriber's
book-entry account.
The Board shall accept subscriptions regularly and shall have the increases in
the share capital based on the accepted subscriptions registered without delay.
The Board shall also submit the new shares to public trading together with the
existing shares of the Company, provided that the Company's share is publicly
traded at the time. The Board does not have any obligation to accept
subscriptions made after the end of the financial year before the Annual General
Meeting.
5. Shareholder rights
The entitlement for dividends of the shares subscribed for by the option rights,
together with other shareholder rights, shall commence once the increase in the
share capital has been entered in the trade register.
6. Share issues, convertible bonds, bonds with warrants and stock options before
share subscription
6.1 Bonus issue
Should the Company, before the end of the share subscription period, raise its
share capital by a bonus issue, the share subscription price and the number of
shares underlying each stock option is adjusted in accordance with the following
formulas:
New subscription price = subscription price before the bonus issue x number of
shares before the bonus issue / the number of shares after the bonus issue.
New total number of shares underlying all of the stock options = the number of
shares underlying all the stock options before the bonus issue x the number of
shares after the bonus issue / the number of shares before the bonus issue.
Should the Company, before the end of the subscription period, amend its share
capital without changing the number of shares, the subscription rights attached
to the stock options are not affected.
6.2 Changing the number of shares without changing the share capital
Should the Company, before the end of the subscription period, amend the number
of shares without changing the share capital, the formulas presented in 6.1
above shall be applied when adjusting the share subscription price and the
number of shares underlying each stock option.
6.3 New issue, and issue of convertible bonds, bonds with warrants and stock
options
Should the Company, before share subscription, raise its share capital through
an issue of new shares or an issue of new convertible bonds or bonds with
warrants or stock options in such a way that the shareholder's pre-emptive right
is taken into account, an option holder's rights shall be the same as, or equal
to, the rights of a shareholder. Equality shall be achieved in the manner
determined by the Board, either by adjusting the number of shares available for
subscription, or the subscription price, or both.
7. Rights in certain specific situations
a) Should the Company, before share subscription, reduce its share capital, the
subscription right of the option holders shall be adjusted accordingly in the
manner specified in the resolution to reduce the share capital.
b) Should the Company, before the subscription period commences, be placed in
liquidation, the option holders shall be given an opportunity to exercise their
options before the commencement of the liquidation during a period specified by
the Board. After this, the subscription rights shall expire.
c) Should the Company, before the end of the share subscription period, make a
resolution to acquire its own shares by means of an offer made to all of the
shareholders, the Company is obliged to make an equal offer to the option
holders regarding those stock options whose share subscription period has
commenced. If the Company acquires its own shares in any other manner, no action
needs to be taken with regard to the stock options.
d) Should the Company resolve to merge with another existing company or with a
company to be formed or should the Company resolve to be divided, the option
holders will be given the right to subscribe for all the Shares pertaining to
their stock options as prescribed by the Board. Following the closing of the
merger or division, any rights to subscribe for Shares will expire. The
provision stated in this paragraph also applies to a merger, in which the
Company takes part, and whereby the Company registers itself as a European
Company (Societas Europae) in another member state in the European Economic
Area. The same also applies, if the Company resolves to restructure itself into
a European Company and registers a transfer of its domicile into another member
state. This provision constitutes an agreement referred to in Chapter 14,
Section 3 of the Companies Act. In the above situations, the option holder has
no right to demand that the Company redeems the stock options at their market
value.
e) If, before the end of the subscription period, a situation referred to in
Chapter 14, Section 19, of the Companies Act arises in which a shareholder
possesses over 90% of the shares of the Company and therefore has the right and
the obligation to redeem the shares of the remaining shareholders, or if a
situation referred to in Chapter 6, Section 6, of the Securities Market Act
arises, the option holders are given an opportunity to exercise their
subscription rights within a period specified by the Board. In a situation
referred to in Chapter 14, Section 19, of the Companies Act, the stock options
expire once the period specified by the Board expires.
f) Should the share of the Company cease to be publicly traded on the Helsinki
Stock Exchange before the end of the share subscription period, the option
holders are given an opportunity to exercise their options during a period
specified by the Board before the trading of the Company's shares ends. As soon
as the trading ends, the stock options shall expire.
g) Should the Company, before the end of the share subscription period, resolve
to be converted from a public limited company to a private limited company, the
option holders are given an opportunity to exercise their options during a
period specified by the Board. After this, the subscription rights shall expire.
h) If, on the basis of entries b), d), e), f), or g), the option holder should
be entitled to exercise the stock options but the subscription price of the
stock options cannot yet be determined, the stock options do not entitle their
holders to share subscription. In this case, the stock options shall expire.
8. Dispute resolution
Any disputes regarding the stock options shall be settled by arbitration in
accordance with the arbitration rules of the Helsinki Central Chamber of
Commerce by using a single arbitrator. The Finnish law shall apply to the
arbitration proceedings.
9. Other matters
The Board shall decide on all other matters related to the stock options and the
underlying shares. The Board may also issue binding orders applicable to the
Participants. The Board may make amendments to these terms and conditions
provided that they do not substantially alter them. Regarding all matters in
which the Board has the power of decision, the Board may authorise the President
and CEO to act on its behalf within the limits of the Companies Act.
In respect of the stock options granted, the Participant shall not be entitled
to any compensation on any grounds from any company belonging to the Lassila &
Tikanoja Group either during or after the Participant's employment relationship
with any of the said companies. No benefit derived from the stock options under
this stock option plan is pensionable. The Participant is obliged to inform the
Company of a transfer of the stock options without delay.
In the event of conflict between Finnish and English version, the Finnish
language version of these terms and conditions shall prevail.
Should a Participant breach these terms and conditions, the Company's
stipulations regarding these terms and conditions, and/or any applicable laws or
official regulations, the Company has the right to redeem, free of charge, all
of the Participant's stock options which have not yet been transferred or
exercised.
The Company may send any notices relating to this stock option plan to the
option holder by post or by e-mail, or if the stock options are listed on the
stock exchange, by means of a stock exchange release. The documentation relating
to the stock options is available for inspection at the Company's head office in
Helsinki.
By accepting the stock options, the Participant undertakes to comply with the
terms and conditions of this stock option plan, with any other terms and
conditions stipulated by the Company, and with all applicable laws and official
regulations.