The Board of Directors in Sivers Semiconductors resolves on a directed share issue to the CEO and proposes an incentive program for the Group’s employees
The Board of Directors of Sivers Semiconductors AB (publ) ("Sivers Semiconductors" or the "Company") (Nasdaq Stockholm: SIVE) has resolved, subject to approval by the Extraordinary General Meeting on 11 October 2024, to carry out a directed new share issue of 1,524,584 ordinary shares corresponding to approximately 6.9 million SEK to the Company's CEO Vickram Vathulya (the "Directed Issue"). The Board of Directors has also proposed that the Extraordinary General Meeting resolve on an incentive program comprising a maximum of 7,500,000 employee stock options. Notice of the Extraordinary General Meeting will be published through a separate press release.
The Directed Issue
Vickram Vathulya, who took office as CEO of Sivers on 19 August 2024, has expressed interest in increasing his commitment to the Company through a larger investment where the invested amount is added to the Company. The Board has assessed that the Directed Issue to Vickram Vathulya increases his motivation and commitment to the Company, while the issue proceeds will strengthen the Company's working capital.
The Board has therefore resolved, subject to approval by an extraordinary general meeting on 11 October 2024, to carry out the Directed Issue comprising 1,524,584 ordinary shares, corresponding to approximately 6.9 million SEK. Deviating from shareholders' preferential rights, the new ordinary shares may only be subscribed for by Vickram Vathulya. The subscription price in the Directed Issue is 4.536 SEK per ordinary share. The subscription price has been determined through agreement between the Board of Directors and Vickram Vathulya and corresponds to the closing price of the ordinary share on Nasdaq Stockholm on 17 September 2024. The Board of Directors’ assessment is that the subscription price in the Directed Issue is carried out on market terms.
Through the Directed Issue, the number of shares in the Company will increase by a maximum of 1,524,584 shares, from 235,884,460 shares to 237,409,044 shares, and the share capital will increase by a maximum of 762,292 SEK, from 117,942,230 SEK to 118,704,522 SEK. The total dilution effect through the Directed Issue amounts to approximately 0.6 percent.
Incentive Program
In addition to the Directed Issue, the Board has proposed, as previously communicated, that the Extraordinary General Meeting resolves on an incentive stock option program intended for the Group's employees ("P09"). The Board of Directors proposes that P09 shall consist of a maximum of 7,500,000 new stock options (the “Stock Options”) entitling to purchase of the same number of shares in the Company, corresponding to approximately 3.8 per cent of the share capital and votes in the Company after dilution. In total, the proposed P09 and the previous outstanding incentive programs corresponds to a dilution of not more than approximately 6.3 per cent of the share capital and votes of the Company after dilution.
The final number of Stock Options that the participants in Europe are eligible to exercise depends on the degree of fulfilment in respect of the performance conditions for the Group. Stock Options granted to participants in the US shall not be subject to performance conditions. The performance condition for P09 is based on the average growth of the Group’s net sales for the financial years 2024, 2025 and 2026 with 2023 actual as the calculation base.
The Stock Options shall be granted to the participants free of charge and may not be transferred or pledged. The Stock Options are vested after three years from the date of grant of the Stock Options, i.e. the participant must remain employed within the Group for three years in order for all Stock Options to vest.
The CEO is proposed to be allocated 2,000,000 Employee Stock Options within P09. However, Stock Options granted to the CEO will be conditional upon purchase or subscription of at least 2 million ordinary shares in the Company, however limited to USD 1 million. As of 13 September 2024, the CEO has purchased 475,416 ordinary shares on Nasdaq Stockholm and these shares will be included in the minimum investment for the CEO as referred to above.
Each Stock Option entitles the employee to acquire one share of Sivers Semiconductors during the period commencing on the third anniversary of date of grant and ending on the fifth anniversary of the date of grant at a price corresponding to 130 percent of the average volume-weighted share price for the Company's share on Nasdaq Stockholm for the date of granting the Stock Options to the participant.
To implement the P09 in a cost-effective and flexible manner, the Board of Directors proposes that the obligations of the Company to deliver shares under the Stock Options are secured by an authorisation for the Board of Directors to resolve upon issue, repurchase and transfer of shares of series C which thereafter can be converted into ordinary shares.
For more information, please refer to the notice of the Extraordinary General Meeting which will be published through a separate press release.
Advisers
Setterwalls Advokatbyrå AB acts as legal adviser to the Company.
For more information, please contact:
Dr. Bami Bastani, Chairman of the Board of Directors
Tel: +1 908 87 28 370
E-mail: bami.bastani@sivers-semiconductors.com
Sivers Semiconductors AB (SIVE.ST) is a leader in SATCOM, 5G, 6G, Photonics, and Silicon Photonics that drives innovation in global communications and sensor technology. Our business units, Photonics and Wireless, supply cutting-edge, integrated chips and modules critical for high-performance gigabit wireless and optical networks. Catering to a broad spectrum of industries from telecommunication to aerospace, we fulfill the increasing demand for computational speed and AI application performance, replacing electric with optical connections for a more sustainable world. Our wireless solutions are forging paths in advanced SATCOM/5G/6G systems, while our photonics expertise is revolutionizing custom semiconductor photonic devices for optical networks and optical sensing, making us a trusted partner to Fortune 100 companies as well as emerging unicorns. With innovation at our core, Sivers Semiconductors is committed to delivering bespoke, high-performance solutions for a better-connected and safer world. Discover our passion for perfection at www.sivers-semiconductors.com.