The Board of Directors of Endomines proposes incentive programme
including issue of subscription opt
(Thomson Reuters ONE) - The press release can be downloaded from the following link:Press Release PDFEndomines is facing challenges in the near future, where a greatcommitment and a significant amount of work will be required from thecompany's management and certain key employees in order to achievethe established goals. The board has concluded that it is animportant competitive advantage in future recruitments to be able tooffer participation in an incentive programme. An incentiveprogramme, which was conditional upon that a decision was made before30 September 2009 to execute the Pampalo project, was adopted by theannual general meeting 2009. Since the financing of the Pampaloproject was not in place at such time, it was not possible to make aninvestment decision. As a result, the earlier incentive programme hasnow lapsed. The reasons for an incentive programme remain, however,and the board of Endomines therefore makes a new proposal for anincentive programme to the extraordinary general meeting on 12November 2009.[1] The terms and conditions of the new programme is inall material respects identical with the earlier incentive programme,except that the number of options that can be issued has beenincreased in order to be adapted to the new issue of shares that theboard resolved upon on 9 October 2009 and that was announced today.Main terms and conditions for the incentive programme * A maximum of 1,807,991 options can be issued, which are secured with a corresponding number of subscription options and, in addition thereto, a maximum of 71,009 subscription options in order to cover costs for the programme (social security payments). * Persons eligible to be awarded options are members of the group management and certain key employees in the group, however no more than a total of eight persons. The intention is to distribute the options evenly between the eligible persons, although it is intended that the CEO, the CFO and the CTO shall be awarded a larger share of the options than others (CEO no more than 500,000 options and CFO and CTO no more than 350,000 options). * The award of options shall be made during January and/or February of 2010. Options are awarded free of charge. * Each option entitles the holder to purchase one (1) share in the company. The options are divided into three different tranches, with a different earning period. The options shall be evenly divided between the tranches, based on when the options can be exercised in accordance with the following. (i) Tranche 1: The options can be exercised between 1 March 2011 - 1 September 2014; (ii) Tranche 2: The options can be exercised between 1 March 2012 - 1 September 2014; (iii) Tranche 3: The options can be exercised between 1 March 2013 - 1 September 2014. * The exercise price shall correspond to 130 percent of the Endomines share's average volume weighted share price on the NASDAQ OMX First North during a measuring period of ten days from the date of the Board's allocation resolution.OtherIn order to be able to execute the proposed incentive programme inthe desired manner, the Board has proposed that the general meetingresolves to issue subscription options to a wholly owned Swedishsubsidiary. Such subscription options shall entitle to subscriptionof a total of no more than 1,879,000 shares. If the subscriptionoptions are fully exercised and full subscription is made, thecompany's share capital will increase with SEK 5,637,000. Based onthe total number of outstanding shares after full subscription of theshares that may be issued through the resolution by the Board on 9October 2009, the incentive programme will involve a dilution of 2,5percent of the share capital in the company, in case of full exerciseof all subscription options. The company's earnings per share willnot be affected at the time of implementation of the incentiveprogramme, since the exercise price of the options exceed the shareprice at the time of implementation.Shareholders representing a total of approximately 46.3 percent ofthe shares and votes in Endomines have expressed their support forthe proposed incentive program. They have furthermore expressed theirintention to vote for the Board's proposal on the extraordinarygeneral meeting.CostsAccording to the accounting standard IFRS 2, the costs for theincentive programme shall be accounted for in the income statementand apportioned over the earning period. The board has made apreliminary calculation of the theoretical value of an option in thecompany. Assuming a share price of SEK 4.14 and an average term ofthree years and five months, the value of an option amounts to SEK1.06, that involves a maximum cost for the proposed incentiveprogramme of approximately SEK 1.9 million. The expected cost in theincome statement, based on historical employee turnover in the group,for the incentive programme has been calculated to amount toapproximately SEK 1.71 million. The incentive programme is expectedto involve costs for the company in form of social security paymentsfor employees in Sweden, which employees are expected to be 12.5percent of the total number of participants in the programme. For theremaining participants, who are employed in Finland, no socialsecurity payments are expected to encumber the company. Based on atheoretical assumption that the share price of SEK 4,14 will increasewith 10 per cent annually during four years, the social securitypayments are calculated to amount to a maximum of approximately SEK43,000. The social security payments will increase with approximatelySEK 64,000 for every Swedish crown that the share price increaseswith above SEK 4,14.For further information, please contactMarkus Ekberg, CEO, +358-40-706 48 50Karl-Axel Waplan, Chairman of the Board of Directors,+46-70-510 42 39Endomines AB (publ) explores and develops mineral deposits inFinland. The Company owns mining concessions and claims over all theknown gold deposits along the Karelian Gold Line, including thePampalo mine where the Company aims to start mining in 2010. Inaddition, Endomines has claims for gold deposits in Finnish Lapland.Besides gold, and through its subsidiary Kalvinit Oy, the Companyplans to develop its deposits of the industrial mineral ilmenite inCentral Ostrobothnia.Endomines applies SveMin's and FAERI's common reporting rules forpublic mining and exploration companies. Endomines report its mineralresources according to the internationally accepted JORC or NI-43-101code. Endomines applies International Financial Reporting Standards(IFRS) for its accounting principles. The use of IFRS allows forcomparison of the Company with foreign exploration and miningcompanies.The shares of Endomines AB are quoted on First North Premier segmentin Stockholm under ticker ENDO. Erik Penser Bankaktiebolag acts asCertified Adviser and Liquidity Guarantor.Read more about Endomines's on www.endomines.com[1] For further information on the board's proposal, please refer tothe notice to the extraordinary general meeting, which is publishedtoday and will be entered in Svenska Dagbladet and Post- och InrikesTidningar on 15 October 2009.http://hugin.info/138043/R/1346843/323643.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 12.10.2009 - 09:54 Uhr
Sprache: Deutsch
News-ID 6791
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