LASSILA & TIKANOJA PLC Stock exchange release 2 September 2010 9.00 am
LASSILA & TIKANOJA APPLIES FOR LISTING OF 2008 SHARE OPTIONS
The Board of Directors of Lassila & Tikanoja plc has resolved to apply for
listing of share option rights of the 2008 share option scheme on NASDAQ OMX
Helsinki to commence on 1 November 2010.
A total of 230,000 2008 options were issued. Presently, 33 key persons hold
168,000 2008 options. L&T Advance Oy, a wholly-owned subsidiary of Lassila &
Tikanoja plc, holds 62,000 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 16.27. The exercise period is from 1
November 2010 until 31 May 2012. The exercise price shall be recognised in the
invested non-restricted equity fund.
As a result of the exercise of the outstanding 2008 share options, the number of
the Lassila & Tikanoja plc shares may increase by a maximum of 168,000 new
shares, which is 0.4% of the current number of shares.
Lassila & Tikanoja 2008 options shall be subscribed at Nordea Bank Finland Plc.
The terms and conditions of the share option scheme 2008 are appended.
Additional information on Lassila & Tikanoja's option schemes is available on
the company website www.lassila-tikanoja.com.
LASSILA & TIKANOJA PLC
Ville Rantala
CFO
APPENDIX: ORIGINAL TERMS AND CONDITIONS OF OPTION SCHEME 2008
For additional information, please contact Keijo Keränen, Head of Treasury &
Investor Relations, tel. +358 50 385 6957.
Lassila & Tikanoja specialises in environmental management and property and
plant support services and is a leading supplier of wood-based biofuels,
recovered fuels and recycled raw materials. With operations in Finland, Sweden,
Latvia and Russia, L&T employs 8,700 persons. Net sales in 2009 amounted to EUR
582 million. L&T is listed on NASDAQ OMX Helsinki.
Distribution:
NASDAQ OMX Helsinki
Major media
www.lassila-tikanoja.com
APPENDIX
TERMS AND CONDITIONS OF THE LASSILA & TIKANOJA SHARE OPTIONS 2008
I ISSUE OF SHARE OPTIONS
1. Number of share options
The maximum number of share options issued shall be 230,000 and they entitle
their holders to subscribe for a maximum of 230,000 Lassila & Tikanoja plc's
(“the Company” or “Lassila & Tikanoja”) new shares.
2. Issue of share options
The share options shall, with deviation from the shareholders' pre-emptive right
to subscribe, be issued to the management (including the President and CEO) or
personnel to be recruited for such position (“the Participants”) of Lassila &
Tikanoja (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 share
options, or if the Board so decides, all of the share options, will be at first
granted to a wholly-owned subsidiary of the Company. The subsidiary may later
grant these share options to the Participants pursuant to the Company's
incentive and commitment scheme.
The shareholders' pre-emptive right to subscribe is deviated from because the
share options are intended to form a part of the incentive and commitment scheme
and therefore the Company has a weighty financial reason for deviation.
3. Granting of share options
The Board decides upon the granting of share options to the Participants. By
accepting the share options, the Participant undertakes to comply with the terms
and conditions of this share option scheme and with any other instructions and
terms and conditions as stipulated later by the Company, if any, and with all
applicable laws and official regulations.
4. The share options and the book-entry system
The maximum number of share options issued shall be 230,000 and they will be
marked as “2008”.
The share options shall be issued within the book-entry system. The Board shall
decide on the applicable procedure and schedule. The share options shall be
entered on the book-entry account of the Participant prior to the commencement
of the exercise period specified under Section II.2. The share options are
subject to a transfer restriction set forth in Section I.5 below, which will be
recorded in the book-entry system as a restriction concerning all the share
options. The Company may record any transfer restrictions or other restrictions
relating to the share options as referred to in Section I.5 below on the
book-entry account of the Participant without the consent of the Participant.
The Company shall also have the right, to implement the restrictions set forth
under Section I.5 below, to transfer the share options from the Participant's
book-entry account to a book-entry account designated by the Company without the
consent of the Participant.
5. Transfer restrictions and obligations to notify and to return share options
The share options may not be transferred to a third party or pledged without the
Board's approval prior to the commencement of the exercise period. The share
options may be transferred freely after the commencement of the exercise period.
Should the Participant transfer his/her share options, such person shall be
obliged, without delay, to inform the Company about the transfer.
Should the Participant cease to be employed by a Lassila & Tikanoja Group
company for any reason other than statutory retirement or death and the exercise
period has not commenced by the date of the termination of the Participant's
employment contract, the Participant, or his/her beneficiaries, must offer to
the Company or a third party designated by the Company, without delay and
without consideration, the share options held by the Participant. The Board may,
for special reasons, make an exception to this rule. The Company may on its own
initiative decide to redeem the share options when this condition applies, even
if the Participant or his/her beneficiaries has not offered the share options,
without consideration, to the Company or to a third party designated by the
Company. The Company shall have the right to regrant the share options or to
order them to be granted to Participants.
When the aforesaid obligation applies to the share options, the Company shall be
entitled to transfer the share options from Participant's book-entry account to
a book-entry account appointed by the Company without the consent of Participant
or his/her beneficiaries.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new shares
Each share option entitles its holder to subscribe for one (1) share of Lassila
& Tikanoja. The number of shares of Lassila & Tikanoja may increase by a maximum
of 230,000 new shares as a result of such share subscriptions.
The subsidiary of Lassila & Tikanoja may not subscribe for shares of the
Company.
2. Share subscription and payment
The exercise period shall be from 1 November 2010 to 31 May 2012.
The share subscription shall take place at the head office of Lassila & Tikanoja
or at another location notified by the Company and in a manner determined by the
Company. Upon subscription, payment for shares subscribed for, shall be made as
instructed by the Company. The Board shall resolve on the acceptance of the
subscriptions.
3. Exercise price and its recognition
The exercise price shall be the trading volume weighted average price of the
Company's share on the OMX Nordic Exchange in May 2008, rounded off to the
nearest cent.
The exercise price of the share 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.
If the Company distributes funds from the non-restricted equity fund, the
exercise price of the share options shall be deducted by the amount of the
distributable non-restricted equity decided after the determination of the
exercise price but before the share subscription, as per the record date of the
repayment of equity.
If the Company reduces its share capital by distributing share capital to the
shareholders, the exercise price of the share options shall be deducted by the
amount of the distributable share capital decided after the determination of the
exercise price but before the share subscription, as per the record date of the
repayment of share capital.
The exercise price shall, however, always amount to at least EUR 0.01.
The exercise price shall be recognised in the invested non-restricted equity
fund.
4. Acceptance of subscriptions and the issue of new shares
The Board shall accept subscriptions regularly in its Board meetings and shall
have the new shares, 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.
Shares subscribed for and fully paid for shall be entered in the subscriber's
book-entry account after the acceptance of the subscription and registration of
the shares.
5. Shareholder rights
The entitlement for dividends together with other shareholder rights shall
commence when the shares have been registered in the trade register.
6. Share issues, share options and other special rights entitling to shares
prior to exercise
Should the Company, prior to exercise, resolve to issue new shares or new share
options or other special rights entitling to shares, a share option holder shall
have the same or equal right as a shareholder. Equality will be implemented in
the manner resolved by the Board by amending the number of shares available for
subscription, the exercise price, or both.
7. Option holder's rights in certain specific situations
a) Should the Company, before the exercise period commences, be placed in
liquidation, the option holders shall be given an opportunity to exercise their
options during a period specified by the Board. If the Company is deregistered
from the trade register, before the share subscription, the share option holder
shall have the same right as, or an equal right to, that of a shareholder.
b) Should the Company, during the exercise period, decide to acquire its own
shares by means of an offer made to all shareholders, the Company is obliged to
make an equal offer to the option holders. If the Company repurchases its own
shares or option rights or any special rights entitling to shares in any other
manner, no action needs to be taken with regard to the share options.
c) Should the Company resolve to merge with another company or with a company to
be formed in a combination merger or should the Company resolve to be demerged,
the option holders will be given the right to exercise all subscription rights
before the merger or demerger as determined by the Board and within a period
specified the Board. Following the closing of the merger or demerger, any
unexercised share options will expire. The provision stated in this paragraph
also applies to a merger, in which the Company is an acquiring company, 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 transfers
its domicile into another member state. In the situations set forth herein, the
option holder has no right to demand that the Company redeems the share options
at their fair value.
d) If, before the end of the exercise period, a situation referred to in Chapter
18, Section 1, of the Companies Act arises in which a shareholder possesses over
90% of the shares and votes in the Company and therefore has the right and the
obligation to redeem the shares of the remaining shareholders, or if a purchase
offer, as referred to in the Finnish Securities Market Act, is made for the
Company's shares, 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 18, Section 1, of the Companies Act, the unexercised
share options expire when the period specified by the Board expires.
e) Should the share of the Company cease to be publicly traded on the OMX Nordic
Exchange before the end of the exercise period, the option holders are given an
opportunity to exercise their subscription rights during a period specified by
the Board before the trading with the Company's shares ends. The unexercised
share options shall expire when the trading with the Company's share ends.
f) Should the Company, before the end of the exercise 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 subscription rights during a
period specified by the Board. After this, the unexercised share options shall
expire.
8. Dispute resolution
Any disputes regarding the share 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 share options and the
underlying shares. The Board may also issue instructions and binding orders
applicable to the Participants. The Board is entitled to make, other than
substantial, amendments to these terms and conditions. The Board may also,
within its authority and in compliance with the Finnish Companies Act, authorise
the President and CEO to act on its behalf.
In respect of the share 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 share options under
this share option scheme is pensionable.
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 without consideration,
all of the Participant's share options which have not yet been transferred or
exercised.
The Company may send any notices relating to this share option scheme to the
option holder by post or by e-mail, or if the share options are listed on the
stock exchange, by means of a stock exchange release. The documentation relating
to the share options is available for inspection at the Company's head office in
Helsinki.