19 Nov 2009 07:01
19 November 2009
POWERFLUTE OYJ
INTRODUCTION OF NEW SHARE OPTION SCHEME AND GRANT OF OPTIONS
Powerflute Oyj ("Powerflute" or "the Company") which operates paper mills in Kuopio, Finland and Lenningen, Germany today announces that further to the authority granted to it by shareholders at the Annual General Meeting held in April 2009, the Board of Directors has established the new Powerflute Stock Option Scheme ("the New PSOS") and on 18 November 2009 approved the grant of options over the Company's ordinary shares to Dr Dermot Smurfit (Chairman) and David Walton (Chief Financial Officer).
The Board also approved a future grant of options over the Company's shares to Marco Casiraghi, whose appointment as Chief Executive Officer with effect from 1 January 2010 was announced earlier today. Full details of Mr Casiraghi's share-based incentives are set out in the announcement of his appointment.
The establishment of the New PSOS was approved by the Board of Directors of Powerflute under the terms of and in accordance with an authority granted to it by the shareholders at the most recent Annual General Meeting held on 28 April 2009 in Kuopio, Finland.
The total number of share options available for grant under the New PSOS is 10,000,000 shares, equivalent to 6.9% of the existing issued share capital of the Company. Of these share options, 4,000,000 are designated as 2009A Options, 3,000,000 as 2009B Options and 3,000,000 as 2009C Options. The 2009A, 2009B and 2009C Options are identical in all respects save for their vesting criteria which are as follows:
| Category | Target Share Price | Measurement Date | Exercise Period |
| 2009A Options | 80 pence | 1 October 2012 | 1 October 2012 to 1 December 2017 |
| 2009B Options | 100 pence | 1 October 2013 | 1 October 2013 to 1 December 2017 |
| 2009C Options | 120 pence | 1 October 2014 | 1 October 2014 to 1 December 2017 |
Where the performance target for the 2009A Options has not been met at 1 October 2012, the 2009A Options shall be carried forward and tested according to the conditions that apply to the 2009B Options. Similarly, where the performance target for the 2009B Options, or any 2009A Options carried forward, are not met at 1 October 2013, such options shall be carried forward and tested according to the conditions that apply to the 2009C Options.
The subscription price for each grant of options under the New PSOS shall be determined at the discretion of the Board at the time the grant is made, having due regard to the prevailing share price on the AIM market, and shall be included within the Company's invested non-restricted equity.
The Powerflute Share Option Plan ("the PSOP") established in May 2007 will continue in existence, although no new grants of options will be made under the terms of the PSOP. Furthermore, options will only be granted under the New PSOS to those participants who agree to waive their former entitlements under the PSOP. In particular, Dr Smurfit has agreed to waive his entitlement under the PSOP to options over 1,760,000 shares. Following this announcement, the total number of remaining options granted under the PSOP is 880,000, equivalent to 0.6% of the existing issued share capital of the Company.
On 18 November, the Board approved the following grant of options over the Company's ordinary shares under the terms of the New PSOS:
2,250,000 shares to Dr Dermot Smurfit, comprising 900,000 2009A Options, 675,000 2009B Options and 675,000 2009C Options, with a subscription or exercise price of €0.33 (33 eurocents).
1,500,000 shares to David Walton, comprising 600,000 2009A Options, 450,000 2009B Options and 450,000 2009C Options, with a subscription or exercise price of €0.33 (33 eurocents).
3,000,000 shares to Marco Casiraghi, comprising 1,200,000 2009A Options, 900,000 2009B Options and 900,000 2009C Options, with a subscription or exercise price of €0.33 (33 eurocents).
The options granted to Dr Smurfit and Mr Walton come into effect immediately following this announcement while it is currently anticipated that the grant of options to Mr Casiraghi will take place on or shortly after his employment with the Company commences on 1 January 2010.
The total number of options granted under the New PSOS, including those announced today, is 6,750,000, equivalent to 4.7% of the existing issued share capital.
The shareholdings of the directors to whom options have been granted pursuant to this announcement and the total number of share options now awarded to them are as follows:
| Name | Shareholding | Options | ||
| Number | % | Number | % | |
| Dr Dermot Smurfit | 25,286,863 | 17.5 | 2,250,000 | 1.6 |
| David Walton | Nil | - | 1,500,000 | 1.0 |
Mr Casiraghi does not currently have any shareholding or other direct interest in the shares of the Company.
Under the AIM Rules, the grant of options to Dr Smurfit, Mr Walton and Mr Casiraghi constitutes a related party transaction. The independent directors (i.e. the directors of the Company, excluding Dr Smurfit and Mr Walton), having been advised by PricewaterhouseCoopers acting as remuneration consultants and having consulted with Collins Stewart the Company's Nominated Advisor, consider the terms of the New PSOS and the options granted there under to be fair and reasonable so far as shareholders are concerned.
Ends
Contacts
For additional information please contact:
| Powerflute OYJ Dermot Smurfit (Chairman) David Walton (Chief Financial Officer) | c/o Billy Clegg, Financial Dynamics +44 (0)20 7269 7157 | |
| Collins Stewart Europe Ltd: Piers Coombs Mark Dickenson
| +44 (0)20 7523 8350 | |
| E.Öhman J:or Fondkommission AB: Ms Arja Väyrynen | +358 9 8866 6029 | |
| Financial Dynamics: Billy Clegg Georgina Bonham | +44 (0)20 7831 3113 | |
| K Capital Source Mark Kenny Jonathan Neilan | +353 (1) 663 3686 |
About Powerflute
Powerflute Oyj ("the Company" or "Powerflute") is a packaging group with established positions in Nordic semi-chemical fluting and coated woodfree papers.
Through its subsidiary Savon Sellu Oy, the Group operates a paper mill in Kuopio, Finland which produces a specialised form of semi-chemical fluting made from birchwood sourced principally in Finland and Russia. Corrugated boxes manufactured using Nordic semi-chemical fluting demonstrate exceptional strength and moisture resistance and are extensively used for transportation of fruit and vegetables, high-value industrial goods such as electrical appliances and automotive components. The Kuopio mill has the capacity to produce up to 300,000 tonnes per annum and is one of three suppliers of Nordic semi-chemical fluting in Europe.
Through its recently acquired subsidiary Papierfabrik Scheufelen, the Group operates a paper mill in Lenningen, Germany which produces a range of coated woodfree papers from mixed hardwood and softwood pulps. Coated woodfree papers are used in the production of printed promotional material such as brochures, leaflets and other point of sale materials for producers and distributors of premium branded goods. The Lenningen mill has the capacity to produce up to 300,000 tonnes per annum and supplies the majority of its products into the European market where total demand has historically been in excess of 7.7 million tonnes per annum.