ASPOCOMP GROUP Oyj STOCK EXCHANGE RELEASE Oct 24,2001 at2:30p.m. 1(5)
ASPOCOMP APPLIES FOR LISTING OF 1999 A-WARRANTS ON THE MAIN LIST OF
THE HELSINKI EXCHANGES AND CONTINUES THE ACQUIRING OF OWN SHARES
The Board of Directors of Aspocomp Group Oyj has resolved to apply
for listing of all the A-warrants 1999 on the main list of the
Helsinki Exchanges so that the listing will commence approximately on
November 23, 2001.
The total amount of A-warrants is 375,000. Each warrant entitles its
holder to subscribe for one (1) Aspocomp Group Oyj share. In the
aggregate, the warrants entitle holders to subscribe for 375,000
shares. The present share subscription price with warrants is EUR
24/share. The dividends payable annually shall be deducted from the
share subscription price.
The Board of Directors of Aspocomp Group Oyj has decided to further
acquire a maximum of 100,000 Aspocomp shares through public trading
in addition to the already acquired 100,000 own shares. The decision
is based on the authorization given to the Board by the Annual
General Meeting on March 23, 2001 to acquire own shares. The shares
will be used for the purposes of developing the capital structure of
the company, for financing and implementing corporate acquisitions
and other transactions, other transfers or invalidation. The
repurchases will commence on October 31, 2001 at the earliest.
For further information, please contact President and CEO Jarmo Niemi
at +358 9 759 70711.
ASPOCOMP GROUP Oyj
President and CEO
Press and Media
Terms and Conditions of the Warrants 1999
Terms and Conditions of the Warrants 1999
At its meeting on 1 October 1999 the Board of Directors (the ‘Board
of Directors’) of Aspocomp Group Oyj (the ‘Company’) has resolved to
propose to the Extraordinary General Meeting of Shareholders to be
held on 22 October 1999 that warrants be issued to the key persons to
be separately appointed of the Aspocomp Group and to the Chairman of
the Board of Directors of Aspocomp Group Oyj on the following terms
I WARRANT TERMS
1. Number of warrants
The number of warrants issued will be 750,000, which entitle to
subscribe for 750,000 shares in Aspocomp Group Oyj.
375,000 of the warrants will be marked with the letter A and 375,000
with the letter B.
The persons to which warrants will be issued will be notified in
writing by the Company about the issue of warrants. The warrants will
be delivered to the recipient when he or she has accepted the offer
of the Company. Warrant certificates shall upon request be delivered
to the warrant holder at the start of the relevant subscription
period unless the warrants have been transferred to the book-entry
3. Right to warrants
The warrants shall, with deviation from the shareholders’ pre-emptive
right to subscription, be issued to the key persons to be separately
appointed of the Aspocomp Group, to Aspocomp Oy, a wholly-owned
subsidiary of Aspocomp Group Oyj, and to the Chairman of the Board of
Directors of Aspocomp Group Oyj. It is proposed that the
shareholders’ pre-emptive right to subscription be disapplied, since
the warrants are intended as part of the Group’s incentive program
for the key personnel.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the warrants.
Warrants shall be issued to Aspocomp Oy to the extent that these are
not issued to the key persons of the Aspocomp Group and to the
Chairman of the Board of Directors of Aspocomp Group Oyj. The Board
of Directors of Aspocomp Group Oyj will decide at a later date upon
the distribution of the warrants issued to the subsidiary to the
employed key personnel of the Aspocomp Group or to the new Chairman
of the Board of Directors of Aspocomp Group Oyj. The maximum number
of warrants issued to the Chairman of the Board of Directors is
5. Transfer of warrants and obligation to offer warrants
The warrants are freely transferable when the relevant share
subscription period has begun. The Board of Directors may, as an
exception to the above, permit the transfer of a warrant also at an
Should a subscriber cease to be employed by or in the service of the
Aspocomp Group before 1 November 2003 for any other reason than
retirement or death then such person shall without delay offer to the
Company free of charge those warrants for which the share
subscription period in accordance with Section II.2 had not begun at
the last day of such person’s employment.
The stipulations in this Section I.5 do not concern the Chairman of
the Board of Directors, who is not a full-time employee of the
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles its holder to subscribe for one (1) share in
Aspocomp Group Oyj with the book-value equivalent of 1,0 Euro
(approximation). As a result of the subscription, the number of
shares in Aspocomp Group Oyj may be increase by a maximum of 750,000
new shares, i.e., by a maximum of 750,000 Euro (approximation).
Aspocomp Oy shall not in its capacity as a subsidiary of Aspocomp
Group Oyj be entitled to subscribe for shares in Aspocomp Group Oyj
by virtue of the warrants.
2. Share subscription and payment
The subscription period starts:
– for warrant A on 1 November 2001
– for warrant B on 1 November 2003.
The share subscription period ends on 30 November 2005 for all
The share subscription shall take place at the head office of
Aspocomp Group Oyj and possibly at another location to be determined
later. Payment of shares subscribed shall be effected on
3. Share subscription price
The share subscription price shall be twenty five (25) Euro. From the
share subscription price shall, as per the date when the relevant
dividend is available for payment, be deducted the amount of dividend
distributed after 22 October 1999 but before the date of share
subscription. The share subscription price shall always amount to at
least the book-value equivalent of the share.
4. Registration of shares
Shares subscribed for and fully paid shall be registered in the book-
entry account of the subscriber.
5. Shareholder rights
Shares shall entitle to dividend for the financial year in which the
subscription takes place. Other shareholder rights shall commence
when the increase of the share capital has been entered into the
6. Share issues, convertible bonds and warrants before share
Should the Company, before the subscription for shares, raise its
share capital through an issue of new shares, or issue convertible
bonds or warrants relating to shareholding in Aspocomp Group Oyj, a
warrant holder shall have the same right as or an equal right to that
of a shareholder. Equality is reached in the manner determined by the
Board of Directors by adjusting the amount of shares available for
subscription, the subscription price or both of these.
Should the Company, before the subscription for shares, increase its
share capital by way of a bonus issue, the subscription ratio shall
be amended so that the ratio to the share capital of shares to be
subscribed for by virtue of warrants remains unchanged. If the number
of shares that can be subscribed for by virtue of one warrant should
be a fraction, the fractional part shall be taken into account by
reducing the subscription price.
7. Rights in certain cases
If the Company reduces its share capital before the subscription of
shares, the subscription right accorded by the terms of the warrant
shall be adjusted accordingly as specified in the resolution to
reduce the share capital.
If the Company is placed in liquidation before the subscription of
shares, the warrant owner shall be given an opportunity to exercise
his subscription right before the liquidation begins within a period
of time determined by the Board of Directors.
If the Company resolves to merge in another company as the company
being acquired or in a company to be formed in a combination merger
or if the Company resolves to be divided, the warrant owner shall
before the merger or division be given the right to subscribe for the
shares within the period of time determined by the Board of
Directors. After such date no subscription right shall exist.
If the Company resolves to acquire its own shares after the share
subscription period has begun by an offer made to all shareholders,
the warrant owner shall be made an equivalent offer. In other cases
the acquisition of the Company’s own shares does not require the
Company to take any action in relation to the warrant. If according
to the Companies Act a redemption right is created for a shareholder
to the shares of the other shareholders, the warrant owner shall be
given a right equal to that of the shareholders to sell his warrants
to the shareholder with the redemption right.
If the nominal value of the share is changed while the share capital
remains unchanged, the subscription terms shall be amended so that
the total nominal value of the shares available for subscription and
the total subscription price remain the same.
Converting the Company from a public company into a private company
will not affect the terms and conditions of the warrants.
8. Dispute resolution
Disputes arising in relation to the warrants shall be settled by
arbitration in accordance with the Arbitration Rules of the Central
Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrants to
the book-entry system at a later date and on the resulting technical
amendments to the terms and conditions. Other matters related to the
warrants are decided on by the Board of Directors. The warrant
documentation is kept available for inspection at the head office of
Aspocomp Group Oyj in Helsinki.