RAISIO PLC'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLAN
Raisio plc, Stock Exchange Release 23 June 2010
RAISIO PLC'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE
MANAGEMENT INCENTIVE PLAN
The Board of Directors of Raisio plc (Company) has today decided on a new
incentive plan directed to the members of the Raisio Group Management Team. The
purpose of the plan is to commit the members of the Management Team to the
Company by encouraging them to acquire and hold the Company's shares, and this
way increase the Company's shareholder value in the long run, as well as to
support the attainment of the Company's strategic objectives. Through this
incentive plan, the executives personally invest a considerable amount of their
own funds in the Company's free 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 members of the Management Team will
acquire a limited company named Raisio Management Oy (Raisio Management), whose
entire share capital they own. The intention of Raisio Management is to acquire
the Company's free shares partly from the market or from the members of the
Management Team at market price, and partly from the Company. The number of
shares to be acquired is approximately 4,500,000 free shares. The acquisitions
will be financed by capital investments in Raisio Management by the members of
the Management Team, in the total amount of EUR 1,161,000, as well as by a loan
provided by the Company, in the maximum amount of EUR 10,449,000. Some of the
members of the Management Team will finance their capital investments in Raisio
Management by transferring a proportion of the Company's free shares they hold
to Raisio Management or by selling them to the market. After the plan has been
implemented, the members of the Management Team will hold approximately 2.7% of
all of the Company's shares and approximately 0.5% of all of the votes of the
shares through Raisio Management.
On the basis of authorization granted by the Annual General Meeting of
Shareholders of the Company on 25 March 2010, the Board of Directors of the
Company decided on a share issue against payment directed to Raisio Management.
In the share issue, a maximum of 4,250,000 free shares held by the Company will
be offered for subscription by Raisio 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 incentive and commitment plan of the members of the
Company's Management Team. Because free shares held by the Company are
transferred in the share issue, the number of the Company's shares will not
change.
The subscription price (the transfer price) of a free share is the trade volume
weighted average quotation of the Company´s free share on the NASDAQ OMX
Helsinki Ltd. during 5 May—22 June 2010, i.e. EUR 2.58. The share subscription
period is 1 July and 2 July 2010. The subscribed shares must be paid on 16 July
2010, at the latest. 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 free shares to be transferred have
been paid and registered on the book-entry account of Raisio Management.
As part of the plan, the Board of Directors of the Company has today decided to
grant to Raisio Management an interest-bearing loan in the maximum amount of EUR
10,449,000 to finance the acquisition of the Company's free shares. The loan
will be repaid in full by 31 March 2014, at the latest. Should the plan be
continued by one year at a time in 2013, 2014, 2015 or 2016, the loan period may
be extended respectively. Raisio Management has the right to repay the loan
prematurely at any time and the obligation to repay the loan prematurely by
selling the the Company's free shares it holds, in case the Company's share
price exceeds a certain level determined in the plan, otherwise than
occasionally.
The plan will be valid until the turn of the year 2013—2014, after which the
plan is intended to be dissolved in a manner to be determined later. The plan
may be dissolved, e.g., by merging Raisio Management with the Company, or by
selling the Company's free shares held by Raisio Management to the Company, or
otherwise. The plan will be continued by one year at a time, in case the
Company's share price in October—November 2013, 2014, 2015 or 2016 is lower than
the average share price which Raisio Management paid for the Company's free
shares.
During the validity of the plan, the transfer of the Company's free shares held
by Raisio Management has been restricted. The share ownership in Raisio
Management by the members of the Management Team will mainly be valid until the
dissolution of the plan. If the employment or service of a member of the
Management Team ends before the dissolution of the plan, for reasons related to
a member of the Management Team, his or her share in Raisio Management may be
redeemed before the dissolution of the plan without him or her gaining any
financial benefit from the plan.
RAISIO PLC
Heidi Hirvonen
Communications Manager
tel. +358 50 567 3060
Further information
Call requests to Mr Simo Palokangas, Chairman of the Board, will be forwarded by
Heidi Hirvonen.
Distribution
NASDAQ OMX
Key media
www.raisio.com
