Raisio Management Team’s incentive scheme completed through a share exchange
Raisio plc Stock Exchange Release 25 February 2014
RAISIO MANAGEMENT TEAM’S INCENTIVE SCHEME COMPLETED THROUGH A SHARE EXCHANGE – MANAGEMENT’S INDIRECT OWNERSHIP CHANGED INTO DIRECT SHARE OWNERSHIP
Raisio plc’s Managing Director and seven members of the Group’s Management Team (hereinafter: Management) acquired a company called Reso Management Oy (previously: Raisio Management Oy) in June 2010. In July 2010, Reso Management Oy acquired a total of 362,740 Raisio plc’s free shares at market price from the market and Management as well as a total of 4,120,000 free shares from Raisio plc in a targeted share issue. The acquisitions were financed by the Management’s capital investments of EUR 1,161,000 in Reso Management Oy and by a loan of EUR 10,449,000 granted by Raisio plc. Reso Management Oy holds a total of 4,482,740 free shares, which covers some 2.7% of all Raisio plc shares and some 0.5% of all votes of the shares.
Raisio plc has purchased the Reso Management Oy shares held by two members of the Management under the terms of the agreement related to the scheme in 2012. Hence, Raisio plc holds 22.2% while the Managing Director and now five Management Team members within the scheme hold 77.8% of Reso Management Oy shares.
On 25 February 2014, Raisio plc and Management agreed on and executed the share exchange that changed Management’s indirect ownership into direct share ownership. In the share exchange, Raisio plc acquired Reso Management Oy shares held by Management while the shareholders of Reso Management Oy, Raisio plc excluded, received Raisio plc free shares as consideration. To implement the share exchange, Raisio plc’s Board of Directors decided, 25 February 2014, on a targeted share issue where the company offered for subscription, in deviation from the shareholders' pre-emptive subscription rights, 1,751,330 free shares held by the company against share consideration to Management as the shareholders of Reso Management Oy.
The number of free shares transferred as consideration in the share exchange is determined by Reso Management Oy’s net assets and calculated, concerning both the shares transferred as consideration and the Raisio plc shares held by Reso Management Oy, using the trade volume weighted average quotation of the company’s free share on the NASDAQ OMX Helsinki Ltd during the period between 27 January and 21 February 2014 (EUR 4.589 per share).
Raisio plc shares transferred in connection of the share exchange entitle to the use of shareholder rights in the company after the shares have been registered in the subscriber’s book-entry account, which is expected to take place no later than 27 February 2014.
The decision to issue shares is based on the authorisation granted by the Annual General Meeting of 27 March 2013. After the share exchange, the company holds directly 3,300,390 free shares (RAIVV) and 212,696 restricted shares (RAIKV) as well as 4,482,740 free shares indirectly through Reso Management Oy. The number of issued free shares is 131,425,109 while the number of restricted shares is 33,723,921. The share capital entitles to 805,903,529 votes.
RAISIO PLC
Janne Martti
Treasury Director, Secretary of the Board
Tel. +358 50 5566 521
Further information:
Matti Perkonoja, Chairman of the Board
Call requests to Mr Matti Perkonoja will be forwarded by Teija Silomäki, tel. +358 44 782 1272
Raisio Group briefly
Raisio plc is an international specialist in plant-based nutrition. Raisio’s operations are divided into two divisions: Brands and Raisioagro. The Group’s key market areas are Finland, Great Britain, the Czech Republic, Russia, Ukraine, Poland, Estonia and Sweden. Raisio plc’s shares are listed on NASDAQ OMX Helsinki Ltd. In 2013, the Group's net sales totalled EUR 558 million and EBIT was EUR 39 million. The Group employs some 1,900 people. Raisio’s best-known brands are Benecol, Honey Monster, Elovena, Fox’s, Dormen, Juicee Gummee, Poppets and Benemilk.
Distribution
NASDAQ OMX
Key media
www.raisio.com