Revenio Group Corporation: Revenio introduces option scheme
Revenio Group Corporation, Stock Exchange Release, August 10, 2015 at 9:01
Revenio introduces option scheme
Based on the rights issue authorization approved by the Shareholders' Meeting of March 19, 2015, Revenio's Board of Directors has today decided on a new corporate option scheme, comprising a maximum of 150,000 option rights. One option right entitles their holder to subscribe for one share.
The Board of Directors shall decide upon the distribution of stock options to the key personnel employed by or to be recruited by the Revenio Group.
The complete terms and conditions of the option scheme are as follows:
REVENIO GROUP CORPORATION'S 2015 OPTION SCHEME
Based on the share issue authorization granted by the Revenio Group Corporation's ("Revenio or company") Annual General Meeting of March 19, 2015, Revenio's Board of Directors ("Board of Directors") decided, on August 10, 2015, to issue stock options to the personnel of Revenio and its subsidiaries (jointly the Revenio Group) and to a fully owned subsidiary of the Company, on the following terms and conditions:
I STOCK OPTION TERMS AND CONDITIONS
1. Number of stock options
A maximum of 150,000 option rights will be granted, entitling the holders to subscribe to a maximum total of 150,000 of new shares or existing shares held by the Company (the share). One option right entitles their holder to subscribe for one share. The Board of Directors shall decide whether new shares or existing shares held by the Company are given to subscribers.
2. Stock options
Of the stock options, 50,000 are marked with the letter A, 50,000 are marked with the letter B and 50,000 are marked with the letter C. The Board of Directors shall have the right to convert stock options held by the Company from one stock option class to another.
3. Right to stock options
The stock options shall be issued, in deviation from the shareholders' pre-emptive rights, gratuitously to the key personnel of Revenio Group and to the subsidiary Done Medical Ltd wholly-owned by Revenio (the Subsidiary). The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the commitment and incentive program for the Revenio Group key personnel.
4. Distribution of stock options
The Board of Directors shall decide upon the distribution of stock options to the key personnel employed by or to be recruited by the Revenio Group. The Subsidiary shall be given stock option rights to such extent that the stock option rights are not distributed to the Group personnel. The Board of Directors may decide on particular additional provisions concerning the stock options upon distribution of stock options. The Board of Directors shall also decide upon the further distribution of the stock options given to the Subsidiary and returned later to the Subsidiary.
Distribution of stock options to the Group personnel outside Finland may be restricted or it may be subject to additional terms on the basis of local laws and other regulations.
The company will send the recipients of the option rights written notification of the option rights offered. These option rights will be granted as soon as the recipient has accepted the offer made by the company.
By returning the notification to the Company, the recipients of the stock options shall authorize the Company or its assignee to register the stock options on the book-entry account informed by the recipient in the notification, in case the Board of Directors decides to incorporate the stock options into the book-entry securities system maintained by Euroclear Finland Ltd (Euroclear).
The recipient of the stock options shall have a valid book-entry account in a book-entry account operator set out in the rules of Euroclear at the latest when returning aforesaid notification to the company.
The stock options shall be regarded as a discretionary and nonrecurring part of compensation. The stock options shall not be regarded as a part of a stock option recipient's employment or service contract, and they shall not be regarded as a salary or fringe benefit. A stock option recipient shall, during his employment, service or thereafter, have no right to receive compensation on any grounds for stock options.
Stock option recipient shall be liable for all taxes and tax-related consequences arising from exercising stock options.
5. Transfer and forfeiture of stock options
The Company shall hold the given stock options on behalf of the stock option owner until the beginning of the share subscription period. Stock options for which the share subscription period set forth in Section II.2 has not commenced, may not be transferred to a third party or pledged without a separate written consent of the Board of Directors.
The stock options may freely be transferred, when the relevant share subscription period has begun. The Board of Directors may above notwithstanding, however, permit the transfer of stock options also before such date. Should the stock option owner transfer or pledge his or her stock options, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay. The Board of Directors may, at its discretion, decide to restrict the transfer of stock options in certain countries, e.g. for legal or administrative reasons.
Should a stock option owner cease to be employed by the Revenio Group, for any reason other than the statutory retirement of a stock option owner or the retirement of a stock option owner in compliance with the employment or service contract, the death or the permanent disability of a stock option owner, such person shall, without delay, forfeit to the Company or its designee, without compensation, such stock options that the Board of Directors has distributed to him or her at its discretion, for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service.
Should the rights and obligations arising from the stock option owner's employment or service be transferred to a new owner or holder, upon the employer's transfer of business, the process shall be similar. The Board of Directors may decide in all these cases that the stock option owner is entitled to keep such stock options, or a part of them.
The Board of Directors may decide on incorporation of the stock options 2015 into the book-entry securities system. If the stock options have been incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner's book-entry account to the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options on the stock option owner's book-entry account, without the consent of the stock option owner.
A stock option owner shall, during his employment, service or thereafter, have no right to receive compensation on any grounds for stock options that have been forfeited in accordance with these terms and conditions.
II TERMS AND CONDITIONS RELATING TO THE SHARE SUBSCRIPTION
1. Right to subscribe for shares
Each stock option entitles its owner to subscribe for one (1) new share in the Company or an existing share held by the Company. As a result of the share subscriptions, the total number of shares may increase by a maximum of 150,000 new shares. The subscription value of a share will be recorded in the distributable equity fund. The Subsidiary shall not be entitled to subscribe for shares in the Company, on the basis of the stock options.
2. Share subscription and payment
The share subscription period is:
For Series A option rights: May 31, 2017 - May 31, 2019
For Series B option rights: May 31, 2018 - May 31, 2020
For Series C option rights: May 31, 2019 - May 31, 2021
Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.
Share subscriptions shall take place at the head office of the Company or in another location and manner to be determined later. Shares must be paid for at the time of subscription, into the company's designated bank account. The Board of Directors shall decide on all measures associated with the share subscription.
3. Share subscription price
The share subscription price shall be:
- for stock option 2015A, the trade-weighted average price of Revenio's shares on NASDAQ OMX Helsinki Ltd. during 1 September-15 October 2015 with an addition of 15 per cent
- for stock option 2015B, the trade-weighted average price of Revenio's shares on NASDAQ OMX Helsinki Ltd. during 1 September-15 October 2016 with an addition of 15 per cent
- for stock option 2015C, the trade-weighted average price of Revenio's shares on NASDAQ OMX Helsinki Ltd. during 1 September-15 October 2017 with an addition of 15 per cent
The subscription price of a share to be subscribed to with option rights will be reduced after the period determining the subscription price has ended, on the record date of each dividend payment, and by the number of dividends set before the share subscription. However, the minimum subscription price of a share is always EUR 0.01.
4. Registration of option rights and shares
Shares subscribed for and fully paid shall be registered on the book-entry account of the subscriber.
At its quarterly meetings, the company's Board of Directors approves any share subscriptions made and, based on these approved subscriptions, sends notification of the increase in share capital to be registered without delay so that the new shares can be made available for trading together alongside the other publicly traded shares of the company. However, the Board has no obligation to approve any subscriptions completed after the close of the financial year before the Annual General Meeting.
5. Shareholders' rights
Dividend entitlement and other shareholders' rights will commence as soon as the shares have been entered into the Trade Register.
Should existing shares, held by the Company, be given to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights after the shares have been registered on his or her book-entry account.
6. Share issues, convertible bonds and option rights prior to share subscription
If, prior to share subscription, the company decides on a rights issue or decides to grant new option rights or other special share entitlement rights so, that the shareholder has the pre-emptive subscription right, the option holder shall have the same or equal rights as a shareholder. The Board of Directors will decide how to implement this equality in a way that will lead to either the number of shares available for subscription or the subscription prices, or both, being modified.
7. Rights in certain cases
If the company pays dividends or distributes assets from its distributable equity fund, the subscription price of a share to be subscribed to via an option right will be reduced once the determination period for the subscription price has commenced, by an amount equivalent to the dividend decided before the share subscription, or by an amount equivalent to distributable equity, on the record date of each payment of the dividends or return of capital.
If the company reduces its share capital by distributing share capital to shareholders, the subscription price of shares to be subscribed to with option rights shall be reduced after the commencement of the determination period of the subscription price and by an amount equivalent to the distributable equity decided before the share subscription, on the record date of the return of capital.
If, prior to share subscription, the company goes into liquidation, the option holders will have the opportunity to use their option rights during a period of time set by the Board of Directors before the liquidation commences. If the company is removed from the Trade Register prior to share subscription, an option holder shall be entitled to the same or equivalent rights as a shareholder.
If the company decides to merge with another company (as a merging company) or to merge with a company formed as a result of a combination merger or decides to demerge, the option holders will be granted the right to subscribe for shares during a specific period of time set by the Board of Directors prior to the merger or demerger. Alternatively, the Board of Directors may give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owners shall have no right to require that the Company redeem the stock options from them at their market value.
Acquisition or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the stock option owner. Should the Company, however, resolve to acquire or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer.
If, prior to the end of the share subscription period, any shareholder gains a redemption right or obligation to all shares under Chapter 18, Section 1 of the Limited Liability Companies Act, based on the fact that the said shareholder holds more than 90% of the company's shares and associated voting rights or if the ownership of a shareholder reaches or exceeds such a level that the shareholder has under the Finnish Securities Markets Act the obligation to launch a public offer for the redemption of the remaining shares in the Company, the option holders shall be reserved the right to exercise their share subscription right during the specific period of time set by the Board of Directors, or be reserved an equal opportunity alongside other shareholders to sell their option rights to the buyer irrespective of the transfer restriction outlined in I.5 above. Any shareholder who gains a holding of more than 90% in the company's shares and associated voting rights will be entitled to buy the option rights owned by an option holder and, should the shareholder decide to exercise this right, the option holder will have the obligation to sell his or her option rights to the shareholder at a market price.
III OTHER ASPECTS
These terms and conditions are governed by the laws of Finland. Any disputes concerning option rights will be resolved through arbitration proceedings, in compliance with the rules of the Arbitration Institute of the Central Chamber of Commerce of Finland. The place of arbitration is Helsinki and arbitration consists of a single arbitrator. Language of the arbitration shall be Finnish or English.
The Board of Directors may decide on the technical amendments to these terms and conditions resulting from incorporation of stock options into the book-entry securities system, as well as on other amendments and specifications to these terms and conditions which are not considered as essential. Other matters related to the stock options shall be decided on by the Board of Directors, and the Board of Directors may give stipulations binding on the stock option owners.
The Company shall be entitled to take back any unrelinquished or unsubscribed option rights from any option holders without compensation, if the option holder violates these terms and conditions or any orders given by the company pursuant to these terms and conditions, or acts against the applicable laws or orders issued by public authorities.
The Company may maintain a register of the stock option owners to which the stock option owners' personal data, the number of the stock options classified by series, the address and e-mail address of the stock option owner and the number of the stock option owner's book-entry account are recorded. The stock option owner shall immediately inform the Company of the changes in these particulars. The Company may send all announcements regarding the stock options to the stock option owners by e-mail.
These terms and conditions have been written in Finnish and in English. In the event of conflict, the Finnish version will prevail.
Revenio Group Corporation
Board of Directors
For further information, please contact:
President & CEO Olli-Pekka Salovaara, tel. +358 40 567 5520
olli-pekka.salovaara@revenio.fi
DISTRIBUTION:
NASDAQ OMX Helsinki
Financial Supervisory Authority (FIN-FSA)
Principal media
The Revenio Group in brief
Revenio is a Finnish health tech group whose core business is in tonometers. The Revenio Health Tech segment comprises the business operations of Icare Finland Oy, Revenio Research Oy and Oscare Medical Oy, which specializes in osteoporosis screening and monitoring. The common denominators of Revenio's business operations include screening, follow-up and the global need to make cost savings in health care via preventive measures. Revenio seeks vigorous growth in health technology, both organically and through acquisitions and mergers. Revenio aims at developing even more efficient and easily adopted methods for the early-stage detection of diseases with significance for public health. The focus of Revenio's screening technology lies on the early detection of glaucoma, osteoporosis, skin cancer and asthma, and the monitoring of these during the treatment process.
In 2014, the Revenio Group's net sales totaled MEUR 16.0, with its operating profit (EBIT) from continuing operations standing at 27.5%. The Revenio Group Corporation is listed on NASDAQ OMX Helsinki.