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ReleasesThe Board of Directors of Solteq Plc (the Company) has decided on a new
shareholding plan directed to the Solteq Group executives. The purpose of the
plan is to enable the executives' considerable long-term shareholding in the
Company. Through this plan, the executives invest a considerable amount of funds
in the Company's shares. The executives finance their investments partly
themselves and partly by a loan provided by the Company. The actual owner risk
will be carried out personally by the executives for the part of their personal
investment in the plan.
For the purpose of the share ownership, the executives will acquire a limited
company named Solteq Management Oy (Solteq Management), whose entire stock they
own. The intention of Solteq Management is to acquire 400,000 Company shares
from the Company. The share acquisition will be financed by a bank loan in the
maximum amount of EUR 90,000 raised and personally guaranteed by the executives,
and by a loan in the maximum amount of EUR 360,000 provided by the Company.
After the plan has been implemented in full, the executives will hold 3.3% of
the Company's shares through Solteq Management.
On the basis of authorization granted by the Annual General Meeting of
Shareholders of the Company on 23 March 2007, the Board of Directors of the
Company decided on a share issue against payment directed to Solteq Management.
In the share issue, a maximum of 400,000 treasury shares held by the Company
will be offered for subscription by Solteq Management, in derogation from the
shareholders' pre-emptive subscription rights. There are weighty financial
reasons for the derogation from the shareholders' pre-emptive subscription
rights as the shares to be transferred in the share issue will be used for the
implementation of the shareholding plan of the Company's executives. As treasury
shares held by the Company will be transferred in the share issue, the number of
the Company's share will remain unchanged.
The subscription price (transfer price) of the share is the trade volume
weighted average quotation of the Company's share on NASDAQ OMX Helsinki Ltd.
during 31 January-25 February 2011, i.e. EUR 1.05 per share. The share
subscription period is 1 March-31 March 2011. The subscribed shares must be
paid no later than 31 March 2011. The subscription price will be credited to the
reserve for invested unrestricted equity of the Company. Right to dividend and
other shareholder rights will commence after the shares have been paid and
registered on the book-entry account of Solteq Management.
As part of the plan, the Board of Directors of the Company has today decided to
grant to Solteq Management an interest-bearing loan in the maximum amount of EUR
360,000 to finance the acquisition of the Company's shares. The loan will be
repaid in full by 30 April 2015, at the latest. Should the plan be continued by
one year at a time in 2015 or in 2016, in accordance with the terms and
conditions, the loan period may be extended respectively.
The plan will be valid until the publication of the Company's financial
statements 2014, at which time the plan is intended to be dissolved in a manner
to be determined later. The plan may be dissolved, e.g., by merging Solteq
Management with the Company, or by selling the Company's shares held by Solteq
Management otherwise. The plan will be continued by one year at a time, in case
the Company's share price after the publication of the Company's financial
statements 2014 or 2015 is lower than the average share price which Solteq
Management paid for the Company's shares.
During the validity of the plan, the transfer of the Company's shares held by
Solteq Management has been restricted.
Tampere 1 March 2011
BOARD OF DIRECTORS
SOLTEQ PLC
For further information, please contact:
Repe Harmanen, Managing Director
Tel +358 400 467 717,
e-mail repe.harmanen@solteq.com
Distribution:
NASDAQ OMX Helsinki Ltd
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