31.10.2019
TAALERI PLC STOCK EXCHANGE RELEASE 31 OCTOBER 2019 AT 1:00 PM (EET)
Taaleri Plc intends to arrange a directed share issue to personnel in Finland
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Taaleri Plc’s Board of Directors is planning to arrange a directed share issue in Finland in which new shares in the company are offered for subscription to the permanent employees of Taaleri Plc and its subsidiaries in a manner decided by the Board of Directors. The Board of Directors is estimated to decide on the detailed terms and conditions as well as the schedule of the directed share issue latest at the turn of February/March 2020. The decisions on the share issue are pursuant to the authorization granted by the Annual General Meeting 20 March 2019.
“With the new share-based incentive scheme, we want to enable all employees to participate in the development and value creation of Taaleri's share. It is important that the long-term goals of the personnel and the shareholders are aligned”, says Taaleri CEO Robin Lindahl.
A maximum total of 550,000 new shares in the company will, in deviation from the shareholders’ pre-emptive right, be offered for subscription to personnel in Finland. Participation in the directed share issue is voluntary. The purpose of the share issue is to encourage the personnel to own the company’s shares. The Board of Directors sees that the share issue is in the best interests of the company and that there is a weighty financial reason for the company for the deviation from the shareholders’ pre-emptive subscription rights. The maximum total number of new shares to be issued represents approximately 1.9 per cent of the current total number of the company’s shares.
The company’s Board of Directors will determine later in the directed share issue’s more detailed terms and conditions the share subscription price that will be based on the trading-volume-weighted average price of the company’s share on Nasdaq Helsinki Ltd in the month preceding the Board’s final decision on the share issue and on a discount of 10 per cent calculated from such price.
The directed share issue includes a matching share plan in which participants in the directed share issue receive as a gross reward, based on the terms prescribed in the matching share plan, one (1) matching share for each share allocated to him/her in the directed share issue. The matching shares will be delivered in three predefined instalments after vesting periods lasting approximately one year. The amount of reward based on the matching share plan refers to a gross earning, from which the applicable payroll tax is withheld, and the remaining net value is delivered to the participants in shares.
A prerequisite for participating in the matching share plan is that the individual in the directed share issue target group subscribes to the company’s shares in the directed share issue within the maximum quantities confirmed by the Board of Directors, and that the participant commits to the transfer restrictions required by the matching share plan. A condition for receiving the matching shares to be paid for the vesting period is that participant fulfils the requirements, defined in more detail in the matching share plan, regarding the holding of shares, and that the participant’s employment or service in Taaleri Plc or its subsidiary is in force until the end of each vesting period. The matching share plan doesn’t apply to the Garantia Insurance Company Ltd’s personnel who have a separate long-term incentive programme in place.
The Board of Directors is estimated to decide latest at the turn of February/March 2020 on the final subscription price of the shares to be offered in the directed share issue, on the target group, on the share subscription period, on the payment of subscriptions, and on other detailed terms and conditions of the directed share issue and matching share plan.
The financial advisor for the arrangement is Taaleri Capital Ltd, and the legal advisor is Roschier Attorneys Ltd.
Taaleri Plc
Communications
For more information, please contact:
CEO Robin Lindahl, Taaleri Plc, tel. 358 50 595 9616, robin.lindahl@taaleri.com
CFO Minna Smedsten, Taaleri Plc, tel. 358 40 700 1738, minna.smedsten@taaleri.com
Taaleri in brief
Taaleri is a Finnish financial services company, whose parent company, Taaleri Plc, is listed on Nasdaq Helsinki main market. The Taaleri Group comprises three business areas: Wealth Management, Financing, and Energy. In addition, the Group makes investments from its own balance sheet.
At the end of June 2019, Taaleri had assets under management totalling EUR 6.6 billion and 5,300 wealth management customers. Taaleri Plc has some 4,300 shareholders. Taaleri’s operations are supervised by the Finnish Financial Supervisory Authority.
More information about our company and services:
www.taaleri.com/en
www.taalerivarainhoito.com/en
www.taalerienergia.com
www.taalerikapitaali.com/en
www.garantia.fi/en
www.fellowfinance.fi/en
Sophie Jolly, Head of Communications and IR, tel. 358 40 828 7317, sophie.jolly@taaleri.com