Sardus' Board of Directors:
- Proposed authorization of acquisition and sale of Company shares.
- Options program for key employees
Sardus' Board of Directors has decided to propose that the Annual General Meeting on April 18 authorize the Board to vote on the acquisition and sale of the company's shares and on hedging measures (issue of a debenture loan with option rights) for the implementation of an employee options program for about 30 senior executives.
• The share repurchase program comprises not more than 10 percent of the shares between now and the 2003 Annual General Meeting, The repurchases will take place in the open market or through an offering directed to all shareholders. One of the purposes of the repurchases is to make it possible to pay in part with shares when acquiring companies.
• "An important part of our acquisition strategy is to acquire family-owned companies with strong management groups. By paying for an acquisition entirely or partially with our shares, the former owners involvement in Sardus is increased," Sardus President Ragnar Bringert says.
• Sardus' Board of Directors will also propose to the Annual General Meeting that an employee options program directed to approximately 30 senior executives be adopted. Under terms of the proposal, holders of the options will have the right to subscribe for Sardus shares during the period beginning May 6, 2003 through May 6, 2008. The subscription price will be 110 percent of the average market price of Sardus shares during the period beginning April 19 through May 3, 2002.
• The program comprises approximately 350,000 options. If all options rights are exercised, Sardus share capital will increase in a maximum amount of SEK 2.3 M, equal to approximately 4.6 percent of the share capital and voting rights.
The purpose of the options program is to increase the involvement of the affected employees in the growth in value in the company, and to improve the opportunities to recruit and retain key employees over the long term.
Summary of the Board's proposal
Authorization for the Board to vote on the acquisition and sale of Company shares
Shares may be acquired only on Stockholmsbörsen ("the exchange") or in accordance with an acquisition offer made to all shareholders. Shares may be sold on the exchange or in another manner whereby a sale may be made with a waiver of preferential rights for shareholders, and payment may be made for a consideration other than money. An acquisition and sale of shares on the exchange may take place only at a price within the price range registered on the exchange at any given time. A sale in connection with a company acquisition may
take place at a market value determined by the Board of Directors. Not more than 10 percent of the total number of Sardus shares may be acquired, held and sold. The authorizations to acquire and sell Company shares may be exercised on one or more occasions but not longer than the date of the 2003 Annual General Meeting. The purpose of the program is to be able to continuously adapt the Company's capital structure to the Company's capital needs and to permit all or part of the financing in connection with the acquisition of companies. Sardus has not earlier repurchased any of its own shares.
Employee options program for senior executives
Sardus' Board of Directors has also proposed that the Annual General Meeting approve hedging measures for an employee options program for approximately 30 senior executives in the Sardus Group that the Board intends to introduce following the 2002 Annual General Meeting. The program is planned to comprise a total of 352,500 employee options. It is proposed that holders of employee options have the right to purchase Sardus shares during the period beginning May 6, 2003 through May 6, 2008 at an exercise price equal to 110 percent of the average market price of the shares during the period beginning April 19, 2002 through May 3, 2002 . It is planned to hedge the options program – with respect to shares that are to be available for sale to employees under terms of the options program, and with respect to future costs of the options program, notably social welfare charges – through an issue to D. Carnegie AB of a debenture loan in the nominal amount of SEK 1,000 with 460,000 attached warrants that can be exercised to subscribe for new shares issued by Sardus.
It is planned to distribute the options free of charge to employees in the Sardus Group, in which connection it is planned to distribute 30,000 options to the president, 15,000 options to members of management, and 7,500 options each to the other employees who are included in the program. It is planned that members of the Board of Directors who are not employed in Sardus not have the right to participate in the program. If all options and option rights are exercised, Sardus' share capital will increase by SEK 2.3 M, equal to approximately 4.6 percent of the share capital and voting rights.
The purpose of the options program is to increase the affected employees' involvement in the Company's growth in value, to improve the opportunities to recruit and retain key employees, to "tie" those who are included in the program more strongly to the Company.
Financial effects of the share-repurchase and employee options program on Sardus
If all the shares covered by the proposal above had been repurchased during the 2001 fiscal year the profit per share in that year -- taking into account the financial effects of the repurchases -- would have amounted to SEK 6.64. If the proposed issue of warrants had been effected during the 2001 fiscal year and if all employee options and all warrants had been exercised during the fiscal year 2001, the profit per share in that year, calculated in the same way, would have amounted to SEK 5.54.
The profit per share for the fiscal year 2001 amounted to SEK 5.85.
Sardus, which is on the A-List of Stockholmsbörsen, consists of Pastejköket, the market leader in liver paste; Charkdelikatesser, which produces and markets processed meats and is the market leader in black pudding, jellied loaf and coarse ground sausage; Sardus Foodpartner, which is among the leading suppliers of deepfrozen foods to the institutional market; 3-Stjernet A/S. Denmark's leading producer of salami; and Falbygdens Ost, a leader in mature quality hard cheese. The Group has slightly more than 700 employees, with estimated sales of approximately SEK 1.6 billion in 2002.
Helsingborg, March 12, 2002
AB SARDUS (publ)
For additional information, please call President Ragnar Bringert. Telephone:
070-593 62 73 or 042-37 02 50.