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Lassila & Tikanoja applies for listing of 2005c share options

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LASSILA & TIKANOJA PLC   Stock exchange announcement   1 September 2009 2.00 pm

LASSILA & TIKANOJA APPLIES FOR LISTING OF 2005C SHARE OPTIONS                   

The Board of Directors of Lassila & Tikanoja plc has resolved to apply for      
listing of share option rights C of the 2005 share option scheme on NASDAQ OMX  
Helsinki to commence on 2 November 2009.                                        

A total of 230,000 2005C options were issued. Presently, 37 key persons hold    
200,000 2005C options. L&T Advance Oy, a wholly-owned subsidiary of Lassila &   
Tikanoja plc, holds 30,000 2005C options which will not be exercised.           

Each share option entitles its holder to subscribe for one share of Lassila &   
Tikanoja plc at a subscription price of EUR 26.87. The exercise period is from 2
November 2009 until 31 May 2011.                                                

As a result of the exercise of the outstanding 2005C share options, the share   
capital of Lassila & Tikanoja plc may increase by a maximum of EUR 100,000 and  
the number of the Lassila & Tikanoja plc shares may increase by a maximum of    
200,000 new shares, which is 0.5% of the current number of shares.              

Lassila & Tikanoja 2005 options shall be subscribed at Evli Bank plc.           

The terms and conditions of the share option scheme 2005 are appended.          
Additional information on Lassila & Tikanoja's option schemes is available on   
the company's website www.lassila-tikanoja.com.                                 

LASSILA & TIKANOJA PLC                                                          

Jari Sarjo                                                                      
President and CEO                                                               


APPENDIX   ORIGINAL TERMS AND CONDITIONS OF OPTION PLAN 2005                    


For additional information please contact Heli Pantzar, Finance Director,       
tel. +358 10 636 2884                                                           


Distribution:                                                                   
NASDAQ OMX Helsinki                                                             
Major media                                                                     
www.lassila-tikanoja.com                                                        

APPENDIX                                                                        

LASSILA & TIKANOJA PLC'S OPTION PLAN 2005                                       

I TERMS AND CONDITIONS OF STOCK OPTIONS                                         


1. Amount of stock options                                                      

The number of stock options issued shall be a maximum of 600,000. The issued    
stock options entitle their holders to subscribe for a maximum total of 600,000 
Lassila & Tikanoja plc's (‘the Company' or ‘Lassila & Tikanoja') shares with a  
book counter value of EUR 0.50 each.                                            


2. Granting of stock options                                                    

The stock options shall, with deviation from the shareholders' pre-emptive right
to subscription, be issued to the key personnel (including the President and    
CEO) (‘the Participants') of Lassila & Tikanoja plc's (or its subsidiaries,     
together forming ‘the Lassila & Tikanoja Group') as determined by the Board of  
Directors of the Company (‘the Board') to increase the Participants' motivation 
and commitment to the Company. Part of the stock options, or if the Board so    
decides all of the stock options, will be at first granted to a wholly-owned    
subsidiary of the Company. The subsidiary may then, at a later stage, grant     
these stock options to key personnel included in the Company's incentive plan.  
By accepting the stock options, each Participant undertakes to comply with all  
of the terms and conditions of this stock option plan.                          

The shareholders' pre-emptive right to subscription is deviated from because the
stock options are meant to be part of the Lassila & Tikanoja Group's incentive  
plan. From the point of view of the Company, this constitutes a valid economic  
reason for deviating from the shareholders' pre-emptive right.                  


3. Subscription of stock options                                                

The Company shall notify each Participant of the granting of the stock options  
at the time and in the manner specified by the Board. The stock options will be 
granted free of charge. The acceptance of the stock options shall take place at 
the time and in the manner specified by the Board.                              

The stock options shall be distributed to the Participants in the manner        
determined by the Board. The stock options granted to a subsidiary of Lassila & 
Tikanoja plc are intended to be granted at a later date to Participants employed
by the Lassila & Tikanoja Group at the time or to be recruited later. The       
subsidiary is not permitted to exercise the stock options.                      


4. The stock options and the book entry-system                                  

Lassila & Tikanoja plc shall issue a maximum of 600,000 stock options, of which 
170,000 will be marked as “2005A”, 200,000 as “2005B” and 230,000 as “2005C”.   

The stock options shall be issued within the book-entry system. The Board shall 
decide on the applicable procedure and schedule. The stock options shall be     
entered in the book-entry account of the Participant before the beginning of the
share subscription period specified for each option class under Section II.2.   
The stock options concerned are subject to the restriction stated in Section I.5
below, which will be recorded in the book-entry system as a restriction         
concerning all the stock options. The Company may record any transfer           
restrictions or other restrictions relating to the stock options as referred to 
in Section I.5 below in the book-entry account of the Participant without the   
consent of the Participant. The Company shall also have the right to transfer   
the stock options of the Participant to a book-entry account designated by the  
Company without the consent of the Participant to implement the restrictions    
mentioned under Section I.5 below.                                              


5. Restrictions regarding the transfer of stock options and an obligation to    
return stock options                                                            

Those stock options whose share subscription period referred to in Section II.2 
below has not commenced may not be transferred to a third party or pledged      
without the Company's approval. The decision on the approval is made by the     
Board. After the commencement of the share subscription period, the stock       
options may be transferred freely.                                              

Should the Participant cease to be employed by a company belonging to the       
Lassila & Tikanoja Group for any reason other than retirement or death, such a  
person shall without delay offer to the Company, free of charge, those stock    
options whose share subscription period has not commenced by the date of the    
termination of the employment contract. The Board may for special reasons make  
an exception to this rule. The Company may on its own initiative decide to      
remove the stock options when this condition applies, even if the Participant   
has not offered the stock options, free of charge, to the Company or to a third 
party designated by the Company. The Company shall have the right to grant the  
stock options returned to its custody, or to order them to be granted, to       
parties referred to in the stock option plan.                                   

When the aforesaid obligation applies to the stock options, the Company shall be
entitled to have the transfer of the stock options to the Company, or to a third
party specified by the Company, recorded in the book-entry system.              


II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION                                   

1. Right to subscribe for new shares                                            

Each stock option entitles its holder to subscribe for one (1) share of Lassila 
& Tikanoja plc with the accounting equivalent value of EUR 0.50 per share. As a 
result of such share subscription, the amount of shares of Lassila & Tikanoja   
Corporation may increase by a maximum of 600,000 new shares and the share       
capital may increase by a maximum of EUR 300,000.                               


2. Share subscription and payment                                               

The share subscription period shall be:                                         
for the 2005A stock options  2.11.2007 - 29.5.2009,                             
for the 2005B stock options  3.11.2008 - 31.5.2010,                             
for the 2005C stock options  2.11.2009 - 31.5.2011,                             

The share subscription shall take place at the head office of Lassila & Tikanoja
plc or possibly at another location specified by the Company later. The payment 
for the subscription shall take place immediately upon making the subscription. 
The Board shall decide on the acceptance of the subscriptions.                  


3. Subscription price                                                           

The share subscription price                                                    
- for the 2005A stock options shall be the trade volume weighted average price  
of the Company's share on the Helsinki Stock Exchange in May 2005, rounded off  
to the nearest cent.                                                            
- for the 2005B stock options shall be the trade volume weighted average price  
of the Company's share on the Helsinki Stock Exchange in May 2006, rounded off  
to the nearest cent.                                                            
- for the 2005C stock options shall be the trade volume weighted average price  
of the Company's share on the Helsinki Stock Exchange in May 2007, rounded off  
to the nearest cent.                                                            

The subscription price of the stock options shall, as per the dividend record   
date, be reduced by the amount of dividend which exceeds 70% of the profit per  
share for the financial period to which the dividend applies. However, only such
dividends whose distribution has been agreed upon after the option pricing      
period and which have been distributed prior to the share subscription are      
deducted from the subscription price.                                           

Pursuant to the Companies Act, the share subscription price shall always be at  
least the accounting equivalent value per share.                                


4. Registration of the shares                                                   

Shares subscribed for and fully paid for shall be entered in the subscriber's   
book-entry account.                                                             

The Board shall accept subscriptions regularly and shall have the increases in  
the share capital based on the accepted subscriptions registered without delay. 
The Board shall also submit the new shares to public trading together with the  
existing shares of the Company, provided that the Company's share is publicly   
traded at the time. The Board does not have any obligation to accept            
subscriptions made after the end of the financial year before the Annual General
Meeting.                                                                        


5. Shareholder rights                                                           

The entitlement for dividends of the shares subscribed for by the option rights,
together with other shareholder rights, shall commence once the increase in the 
share capital has been entered in the trade register.                           


6. Share issues, convertible bonds, bonds with warrants and stock options before
share subscription                                                              

6.1 Bonus issue                                                                 

Should the Company, before the end of the share subscription period, raise its  
share capital by a bonus issue, the share subscription price and the number of  
shares underlying each stock option is adjusted in accordance with the following
formulas:                                                                       

New subscription price = subscription price before the bonus issue x number of  
shares before the bonus issue / the number of shares after the bonus issue.     

New total number of shares underlying all of the stock options = the number of  
shares underlying all the stock options before the bonus issue x the number of  
shares after the bonus issue / the number of shares before the bonus issue.     

Should the Company, before the end of the subscription period, amend its share  
capital without changing the number of shares, the subscription rights attached 
to the stock options are not affected.                                          

6.2 Changing the number of shares without changing the share capital            

Should the Company, before the end of the subscription period, amend the number 
of shares without changing the share capital, the formulas presented in 6.1     
above shall be applied when adjusting the share subscription price and the      
number of shares underlying each stock option.                                  

6.3 New issue, and issue of convertible bonds, bonds with warrants and stock    
options                                                                         

Should the Company, before share subscription, raise its share capital through  
an issue of new shares or an issue of new convertible bonds or bonds with       
warrants or stock options in such a way that the shareholder's pre-emptive right
is taken into account, an option holder's rights shall be the same as, or equal 
to, the rights of a shareholder. Equality shall be achieved in the manner       
determined by the Board, either by adjusting the number of shares available for 
subscription, or the subscription price, or both.                               


7. Rights in certain specific situations                                        

a) Should the Company, before share subscription, reduce its share capital, the 
subscription right of the option holders shall be adjusted accordingly in the   
manner specified in the resolution to reduce the share capital.                 

b) Should the Company, before the subscription period commences, be placed in   
liquidation, the option holders shall be given an opportunity to exercise their 
options before the commencement of the liquidation during a period specified by 
the Board. After this, the subscription rights shall expire.                    

c) Should the Company, before the end of the share subscription period, make a  
resolution to acquire its own shares by means of an offer made to all of the    
shareholders, the Company is obliged to make an equal offer to the option       
holders regarding those stock options whose share subscription period has       
commenced. If the Company acquires its own shares in any other manner, no action
needs to be taken with regard to the stock options.                             

d) Should the Company resolve to merge with another existing company or with a  
company to be formed or should the Company resolve to be divided, the option    
holders will be given the right to subscribe for all the Shares pertaining to   
their stock options as prescribed by the Board. Following the closing of the    
merger or division, any rights to subscribe for Shares will expire. The         
provision stated in this paragraph also applies to a merger, in which the       
Company takes part, and whereby the Company registers itself as a European      
Company (Societas Europae) in another member state in the European Economic     
Area. The same also applies, if the Company resolves to restructure itself into 
a European Company and registers a transfer of its domicile into another member 
state. This provision constitutes an agreement referred to in Chapter 14,       
Section 3 of the Companies Act. In the above situations, the option holder has  
no right to demand that the Company redeems the stock options at their market   
value.                                                                          

e) If, before the end of the subscription period, a situation referred to in    
Chapter 14, Section 19, of the Companies Act arises in which a shareholder      
possesses over 90% of the shares of the Company and therefore has the right and 
the obligation to redeem the shares of the remaining shareholders, or if a      
situation referred to in Chapter 6, Section 6, of the Securities Market Act     
arises, the option holders are given an opportunity to exercise their           
subscription rights within a period specified by the Board. In a situation      
referred to in Chapter 14, Section 19, of the Companies Act, the stock options  
expire once the period specified by the Board expires.                          

f) Should the share of the Company cease to be publicly traded on the Helsinki  
Stock Exchange before the end of the share subscription period, the option      
holders are given an opportunity to exercise their options during a period      
specified by the Board before the trading of the Company's shares ends. As soon 
as the trading ends, the stock options shall expire.                            

g) Should the Company, before the end of the share subscription period, resolve 
to be converted from a public limited company to a private limited company, the 
option holders are given an opportunity to exercise their options during a      
period specified by the Board. After this, the subscription rights shall expire.

h) If, on the basis of entries b), d), e), f), or g), the option holder should  
be entitled to exercise the stock options but the subscription price of the     
stock options cannot yet be determined, the stock options do not entitle their  
holders to share subscription. In this case, the stock options shall expire.    


8. Dispute resolution                                                           

Any disputes regarding the stock options shall be settled by arbitration in     
accordance with the arbitration rules of the Helsinki Central Chamber of        
Commerce by using a single arbitrator. The Finnish law shall apply to the       
arbitration proceedings.                                                        


9. Other matters                                                                

The Board shall decide on all other matters related to the stock options and the
underlying shares. The Board may also issue binding orders applicable to the    
Participants. The Board may make amendments to these terms and conditions       
provided that they do not substantially alter them. Regarding all matters in    
which the Board has the power of decision, the Board may authorise the President
and CEO to act on its behalf within the limits of the Companies Act.            

In respect of the stock options granted, the Participant shall not be entitled  
to any compensation on any grounds from any company belonging to the Lassila &  
Tikanoja Group either during or after the Participant's employment relationship 
with any of the said companies. No benefit derived from the stock options under 
this stock option plan is pensionable. The Participant is obliged to inform the 
Company of a transfer of the stock options without delay.                       

In the event of conflict between Finnish and English version, the Finnish       
language version of these terms and conditions shall prevail.                   

Should a Participant breach these terms and conditions, the Company's           
stipulations regarding these terms and conditions, and/or any applicable laws or
official regulations, the Company has the right to redeem, free of charge, all  
of the Participant's stock options which have not yet been transferred or       
exercised.                                                                      

The Company may send any notices relating to this stock option plan to the      
option holder by post or by e-mail, or if the stock options are listed on the   
stock exchange, by means of a stock exchange release. The documentation relating
to the stock options is available for inspection at the Company's head office in
Helsinki.                                                                       

By accepting the stock options, the Participant undertakes to comply with the   
terms and conditions of this stock option plan, with any other terms and        
conditions stipulated by the Company, and with all applicable laws and official 
regulations.