BOND LOAN WITH WARRANTS ISSUED TO THE PERSONNEL OF THE COMPANY

ALMA MEDIA CORP. STOCK EXCHANGE BULLETIN 8.3.1999 at 6.00 pm 1(7) BOND LOAN WITH WARRANTS ISSUED TO THE PERSONNEL OF THE COMPANY The Board of Directors of Alma Media Oyj has in its meeting on 8 March 1999 resolved to propose to the Annual General Meeting of Shareholders to be held on 24 March 1999 that a bond loan with warrants be issued to the personnel of the company. The amount of the bond loan with warrants is one million two hundred twenty thousand (1,220,000) Finnish marks. The loan shall be repaid on 28 May 2001. No interest is payable on the loan. In total, the warrants connected to the loan entitle to subscription of a maximum of 610,000 shares in the company. The share subscription price shall for warrant certificate A be the trade volume weighted average price in the Helsinki Exchange of the Alma Media Corporation II share during October 1999 with an addition of twelve (12) per cent and shall for warrant certificate B be the trade volume weighted average price in the Helsinki Exchange of the Alma Media Corporation II share during October 1999 with an addition of twenty-eight (28) per cent. From the share subscription price shall, as per the date when the relevant dividend is available for payment, be deducted the amount of the dividend distributed after the period for determination of the subscription price but before the date of subscription for shares. The share subscription period begins in stages on 28 May 2001 and 28 May 2003. The share subscription period ends on 30 June 2006 for all warrant certificates. The purpose of the bond loan with warrants is to encourage the personnel of the company to work on a long-term basis to increase the shareholder value of the Alma Media Group. The purpose of the bond loan with warrants is also to commit the personnel to the company by an obligation to offer the warrants to the company without compensation for the possible value accrued to the warrants, if the employment ends before 28 May 2003. ALMA MEDIA CORPORATION Ahti Martikainen Vice President Corporate Communications ENCL. Proposal by the Board of Directors Terms and conditions of Bond Loan with Warrants Distribution: Helsinki Exchange, principal media ALMA MEDIA CORP. ENCLOSURE I 2(7) PROPOSAL BY THE BOARD OF DIRECTORS TO THE GENERAL MEETING OF SHAREHOLDERS TO ISSUE A BOND LOAN WITH WARRANTS The Board of Directors proposes that a bond loan with warrants be offered for subscription to the personnel of the Alma Media Group and to a wholly-owned subsidiary of the Company, Marcenter Oy, on the terms and conditions attached hereto. The bond loan with warrants shall, with deviation from the shareholders’ pre-emptive right to subscription, be offered to the personnel of the Alma Media Group and to a wholly-owned subsidiary of Alma Media Corporation. It is proposed that the shareholders’ pre-emptive right to subscription be disapplied, since the bond loan with warrants is intended to form part of an incentive program. The share subscription price shall for warrant certificate A be the trade volume weighted average price in the Helsinki Exchange of the Alma Media Corporation II share during October 1999 with an addition of twelve (12) per cent and shall for warrant certificate B be the trade volume weighted average price in the Helsinki Exchange of the Alma Media Corporation II share during October 1999 with an addition of twenty-eight (28) per cent. From the share subscription price shall, as per the date when the relevant dividend is available for payment, be deducted the amount of the dividend distributed after the period for determination of the subscription price but before the date of subscription for shares. A proportion of the persons eligible for subscription belongs to the inner circle of the company. The persons belonging to this category eligible for subscription own less than 0,1 % of the company’s shares and hold less than 0,1 % of the company’s voting rights. In total the shares that can be subscribed for on the basis of the warrants now issued correspond to of 3,73 % of the company’s shares and 0,79 % of the voting rights. Helsinki, 8 March 1999 The Board of Directors ALMA MEDIA CORP. ENCLOSURE II 3(7) TERMS AND CONDITIONS OF BOND LOAN WITH WARRANTS IN ALMA MEDIA GROUP At its meeting on 8 March 1999 the Board of Directors of Alma Media Corporation (the 'Company') has resolved to propose to the Annual General Meeting of Shareholders to be held on 24 March 1999 that a bond loan with warrants be issued to the personnel of the Alma Media Group on the following terms and conditions: I TERMS AND CONDITIONS OF THE BOND LOAN WITH WARRANTS 1. The amount of the bond loan and the unit size The amount of the bond loan with warrants is one million two hundred twenty thousand (1,220,000) Finnish marks. Two thousand four hundred forty (2,440) bond certificates in the nominal value of five hundred (500) Finnish marks will be issued for the bond loan. To each bond certificate will be attached two hundred and fifty (250) warrants certificates, of which one hundred twenty five (125) will be marked with the letter A and one hundred twenty five (125) with the letter B . 2. Subscription rights The bonds will be offered for subscription to the personnel of the Alma Media Group, and to [ ], a wholly-owned subsidiary of Alma Media Corporation. Marcenter Oy shall be entitled to offer the warrants for subscription to the personnel of the Alma Media Group or to a person to be recruited to such group. 3. Loan term The bond loan with warrants will be dated 28 May 1999. The term of the loan is two (2) years. The bond loan shall be repaid in one instalment on 28 May 2001. 4. Rate of issue The rate of issue of the bond loan is one hundred (100) per cent. 5. Interest No interest shall be paid on the bond loan. 6. Subscription of the bond loan with warrants, acceptance of the subscriptions and payment of the subscriptions The bond loan with warrants is offered for subscription during the period 12 April 1999 - 23 April 1999. The subscription shall take place at the company’s head office in Helsinki. The subscriptions shall be accepted by the Board of Directors of the Company. A subscription can be accepted in its entirety, in part or completely rejected. If the loan is oversubscribed the Board of Directors will decide upon reductions of the subscriptions. The subscriber will be notified of the acceptance in writing approximately by 17 May 1999. The accepted subscriptions shall by 28 May 1999 be paid to a bank account assigned by the Company. 7. Prohibition of transfer and obligation to offer The warrant certificates shall be kept by the Company on behalf of the subscriber until the start of the subscription period. The subscriber shall have the right to receive the warrant certificates in his possession at the start of the relevant subscription period. The warrant certificates are freely transferable when the relevant share subscription period has begun. The Company may, as an exception to the above, permit the transfer of a warrant certificate also before such date. Such permission is granted by the Board of Directors. Should a subscriber cease to be employed by or in the service of the Alma Media Group for any other reason than the death or retirement of the employee should end before 28 May 2003, the subscriber shall without delay without compensation offer to the Company such warrant certificates where the share subscription period mentioned above under Section II.2 had not begun when the employment or service ended. Marcenter Oy shall be entitled to transfer the bond certificate and the warrant certificates connected thereto or the warrant certificates only to a person referred to in Section I.2 in accordance with the acceptance of the Board of Directors of Alma Media Corporation. 8. Exceptional maturing of the bond certificates To the extent that the subscriber of the shares has an obligation to offer his warrant certificates or a part of them to the company in accordance with Section 7 and the company accepts such offer, the corresponding part of the bond loan immediately falls due. II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION 1. The right to subscribe for new shares Each warrant certificate entitles its holder to subscribe one (1) II share in Alma Media Corporation with the nominal value of ten (10) Finnish marks. As a result of the subscriptions the number of shares of Alma Media Corporation can increase by a maximum of 610,000 new II shares and the share capital by a maximum of 6,100,000 Finnish marks. Marcenter Oy shall not in its capacity as a subsidiary of Alma Media Corporation be entitled to subscribe shares in Alma Media Corporation by virtue of the warrants. 2. Share subscription and payment The share subscription period starts - for warrant certificate A on 28 May 2001; and - for warrant certificate B on 28 May 2003. The share subscription period ends on 30 June 2006 for all warrant certificates. The share subscription shall take place at the head office of Alma Media Corporation and possibly at another location to be determined later. The shares shall be paid upon subscription to a bank account assigned by the Company. At the subscription the corresponding warrant certificates shall be delivered to the company. 3. Share subscription price The share subscription price shall for warrant certificate A be the trade volume weighted average price in the Helsinki Exchange of the Alma Media Corporation II share during October 1999 with an addition of twelve (12) per cent and shall for warrant certificate B be the trade volume weighted average price in the Helsinki Exchange of the Alma Media Corporation II share during October 1999 with an addition of twenty-eight (28) per cent. From the share subscription price shall, as per the date when the relevant dividend is available for payment, be deducted the amount of the dividend distributed after the period for determination of the subscription price but before the date of subscription for shares. The share subscription price shall always amount to at least the nominal value 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 period in which the subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been entered into the trade register. 6. Share issues, convertible bonds and warrants before share subscription Should the Company, before the subscription for shares, raise its share capital through an issue of new shares, or issue new convertible bonds or warrants relating to shareholding in Alma Media Corporation, 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, raise 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 the warrant 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.The rights connected to the warrant certificate and the rights of the holder of the bond in certain situations If the Company reduces its share capital before the subscription for shares, the subscription right or the subscription price of the warrant holder shall be adjusted accordingly as specified in the resolution to reduce the share capital. If the reduction of the share capital is considered not to financially affect the warrant holder, the subscription terms shall not be affected by the reduction of the share capital. If the Company is placed in liquidation during the term of the bond loan, the bond loan will fall due in ninety (90) days from the date when the liquidation was registered in the trade register. Regardless of the subscription terms the warrant holders shall within ninety (90) days from the placing into liquidation be entitled to subscribe for those shares which have not already been subscribed for. 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 holder 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 merge as the acquiring company, the loan and subscription terms shall not be affected. If the Company resolves to acquire its own shares, the warrant holder’s position shall not be affected. If according to Chapter 14 Section 19 of the Companies Act, a redemption right is created for a shareholder to the shares of the other shareholders, the warrant holder shall, regardless of the term of subscription but otherwise according to the terms and conditions of subscription described herein, have the right to subscribe for shares during a period of three months form the date when the situation was registered in the trade register. 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 to be subscribed for 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 bond loan with warrants. 8. Other issues The Board of Directors may decide on the transfer of the bond certificates and/or the warrant certificates to the book-entry system at a later date and on the resulting technical amendments to the terms and conditions of the bond loan with warrants. Other matters related to the bond loan with warrants or the subscription are decided on by the Board of Directors. The bond loan documentation is kept available for inspection at the Company’s head office in Helsinki.
  • Date: 8.3.1999, 08:00
  • News type: Stock exchange release

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