TELESTE CORPORATION’S MANAGEMENT INVESTS IN TELESTE’S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLAN
TELESTE CORPORATION STOCK EXCHANGE RELEASE 3.3.2010 AT 09:05
TELESTE CORPORATION'S MANAGEMENT INVESTS IN TELESTE'S SHARES AS PART OF THE
MANAGEMENT INCENTIVE PLAN
The Board of Directors of Teleste Corporation has today decided on a new
incentive plan directed to the members of the Teleste Management Group. The
purpose of the plan is to commit the members of the Management Group to Teleste
Corporation (“Teleste”) by encouraging them to acquire and hold Teleste's shares
and this way increase Teleste's shareholder value in the long run. Through this
incentive plan, the members of the Management Group personally invest a
considerable amount of their own funds in Teleste's shares. The directors
finance their investments partly themselves and partly by a loan provided by
Teleste. The actual owner risk will be carried out personally by the directors
for the part of their personal investment in the plan.
For the purpose of the share ownership, the members of the Management Group will
establish a limited company named Teleste Management Oy (“Teleste Management”),
whose entire share capital they own. The intention of Teleste Management is to
acquire a maximum total of 381,000 Teleste's shares from Teleste. The share
acquisition will be financed by capital investments in Teleste Management by the
members of the Management Group, in the maximum total amount of approximately
EUR 290,000, as well as by a loan provided by Teleste. Some of the members of
the Management Group will finance their capital investments in Teleste
Management by selling Teleste's shares they hold. After the plan has been
implemented in full, the members of the Management Group will hold 2.1% of the
Teleste's shares through Teleste Management.
On the basis of authorization granted by the Annual General Meeting of
Shareholders of Teleste on 7 April 2009, the Board of Directors of Teleste
decided on a share issue against payment directed to Teleste Management to be
formed. In the share issue, a maximum total of 381,000 new shares in Teleste
will be offered for subscription by Teleste 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 issued in the share issue will be used for the
implementation of the incentive and commitment plan of the members of the
Teleste Management Group.
The subscription price of the new share is the trade volume weighted average
quotation of Teleste´s share on the NASDAQ OMX Helsinki Ltd. during 15
February-26 February 2010, i.e. EUR 3.80. The subscription price is based on the
prevailing market price of Teleste's share. Teleste Management will pay the
subscription price in cash upon subscription. The share subscription period is 3
March-26 March 2010. The subscription price will be credited to the reserve for
invested unrestricted equity of Teleste. Right to dividend and other shareholder
rights will commence after the new shares have been entered into the Trade
Register. The shares will be registered on the book-entry account of the
subscriber and will be applied for public trading on NASDAQ OMX Helsinki Ltd
after the shares have been entered into the Trade Register.
As part of the plan, the Board of Directors of Teleste has today decided to
grant to Teleste Management an interest-bearing loan in the maximum amount of
EUR 1,160,000 to finance the acquisition of Teleste's shares. The loan will be
repaid in full by 1 July 2013, at the latest. Should the plan be continued by
one year at a time in 2013 and in 2014, the loan period may be extended
respectively. Teleste Management has the right to repay the loan prematurely at
any time, and the obligation to repay the loan prematurely by selling the
Teleste's shares it holds, in case the Teleste's share price exceeds a certain
level determined in the plan, otherwise than occasionally.
The plan will be valid until summer 2013, at which time the plan is intended to
be dissolved in a manner to be determined later. The plan may be dissolved,
e.g., by placing Teleste Management into liquidation or by merging it with
Teleste, or by otherwise selling the Teleste's shares held by Teleste
Management. The plan will be continued by one year at a time, in case the
Teleste's share price in April-May 2013 or in April-May 2014 is lower than the
average share price which Teleste Management paid for its Teleste's shares.
During the validity of the plan, the transfer of the Teleste's shares held by
Teleste Management has been restricted. The share ownership in Teleste
Management by the members of the Management Group will be valid until the plan
is dissolved.
Helsinki 2 March 2010
TELESTE CORPORATION
The Board of Directors
ADDITIONAL INFORMATION:
Mr Jukka Rinnevaara, CEO, Tel. +358 2 2605 866 or +358 400 747 488
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Media
www.teleste.com
