Series 2017/2019 and 2017/2020
At an extraordinary general meeting to be held in prior to the first day of trading in the Company’s shares on Nasdaq Stockholm, the Company will resolve to issue warrants as part of an incentive programme for certain members of the Group management (the “Participants”). In total, the incentive programme comprises five people and not more than in aggregate 556,416 warrants. The shares will be issued at the Offer Price. The maximum number of warrants that may be subscribed for by the Participants by exercise of the warrants (assuming full exercise of the warrants) will amount to 556,416 shares, corresponding to approximately 0,94 percent of the Company’s share capital following completion of the Offering.
The warrants will be issued in two separate series. Each Participant subscribes for an equal number of warrants of both series. This number of warrants per Participant and series depends on the Participant’s position within the Group and the number of shares in the Company held by the Participant at the time of the commencement of the programme.
Series 2017/19 comprises up to 278,208 warrants that may be exercised during the following subscription period; 10 October 2019 –10 January 2020, with the exception of the thirty-day period preceding (a) the day of the announcement of the Company’s interim report for the third quarter of 2019 and (b) the day of the announcement of the Company’s interim report for the fourth quarter of 2019.
Series 2017/20 comprises up to 278,208 warrants that may be exercised during the following subscription period; 10 October 2020 –10 January 2021, with the exception of the thirty-day period preceding (a) the day of the announcement of the Company’s interim report for the third quarter of 2020 and (b) the day of the announcement of the Company’s interim report for the fourth quarter of 2020.
The Participants have undertaken to subscribe for such number of warrants as listed in connection with each Participant in “Board of directors, Group management and auditors—Group management”.
The exercise price for Series 2017/19 will correspond to 118.91 percent of the Offer Price, but may not be lower than the quota value of the Company’s share. Furthermore, if at the time of exercise of the warrants, the last paid price for the Company’s shares on the closing of the stock exchange on the trading day preceding the subscription of new shares exceeds 138.95 percent of the determined exercise price, the exercise price shall be increased with an amount corresponding to an amount of the said price which exceeds 138.95 percent of the exercise price.
The exercise price for Series 2017/20 will correspond to 128.42 percent of the Offer Price, but may not be lower than the quota value of the Company’s share. Furthermore, if at the time of subscription, the last paid price for the Company’s shares on the closing of the stock exchange on the trading day preceding the subscription of new shares exceeds 160.82 percent of the determined exercise price, the exercise price shall be increased with an amount corresponding to an amount of the said price which exceeds 160.82 percent of the exercise price.
The terms of both warrant series include customary recalculation provisions, including for dividend payments made prior to the exercise of the warrants.
The Company has reserved the right to repurchase warrants for example if the Participant’s employment with the Company is terminated. The Company’s total costs for the programme during its term are expected to be limited and mainly relating to social security contributions for Participants in jurisdictions where participation in the incentive programme is taxed as earned income.
At the annual general meeting of in Handicare Group AB (publ) (the “Company”) it was resolved to adopt an incentive programme for senior executives by (A) a directed issue of not more than 1,211,804 warrants of series 2019/2022 to Handicare AB (the “Subsidiary”) and (B) transferring the warrants issued from the Subsidiary to certain senior executives in the Group where the Company is the parent company (the “Group”). In total, the incentive program will be directed to not more than 14 individuals.
The incentive program entails that senior executives, who have entered into an agreement with the Subsidiary (the “Agreement”), are offered to acquire warrants at market value, calculated as set forth below.
Each warrant entitles the holder to subscribe for one (1) new share in the Company. The warrants have an exercise price per share corresponding to 126.0 per cent of the volume-weighted average of the Company’s closing price 10 trading days following the annual general meeting on 8 May 2019, but may not be lower than the quotient value of the share.
Each warrant entitles to subscription of one new ordinary share in the Company during the following subscription period: 17 May 2022 – 19 June 2022. The warrants shall be transferred on marketable terms at a price (premium) determined on the basis of a calculated market value for the warrants at the time of the transfer, using the Black & Scholes valuation model calculated by an independent valuation institution. The value has been preliminarily estimated to SEK 3.10 per warrant, based on a share price of SEK 37 per share.
For complete terms and conditions for the warrants, please refer to Corporate Governance/Annual General Meeting 2019/Proposal for resolution regarding adoption of a long-term incentive programme