Nokian Tyres applies for listing of warrants on the Helsinki exchanges main list
Nokian Tyres plc Stock Exchange Announcement February 14,2003 9.30 a.m.
NOKIAN TYRES APPLIES FOR LISTING OF WARRANTS ON THE HELSINKI EXCHANGES MAIN LIST
Nokian Tyres Plc is applying for its 2001A warrants of the option scheme 2001 to be listed on the Helsinki Exchanges main list as of March 3, 2003.
The Annual General Meeting of Nokian Tyres Plc held on March 28, 2001, decided to offer a FIM 2,400,000 bond with warrants for subscription by the personnel of the Nokian Tyres Group. The personnel has received 216,000 warrants 2001A, 192,000 warrants 2001B and 192,000 warrants 2001C.
The subscription period for warrants 2001A begins on March 1, 2003 and ends on March 31, 2007. Each warrant entitles the holder to subscribe for one Nokian Tyres Plc share with a nominal value of EUR 2 at a subscription price of EUR 17.52. The subscription price will be reduced by the amount of dividends paid before the subscription on each dividend record date.
As a result of the subscription, the number of company shares may increase by a total of 216,000 shares and the share capital by a maximum of EUR 492,000.
The warrants will be transferred to the book-entry securities system prior to listing.
The Financial Supervision Authority has granted the company an exemption order on December 13, 2002, concerning the obligation to prepare listing particulars when applying to make warrants the object of public trading.
APPENDIX Warrant terms and conditions
Nokian Tyres plc
Vice President, Public Information
For further information, please contact:
Vice President, Finance and Control, Rami Helminen,
tel. +358 3 340 7463.
DISTRIBUTION HEX and major media
Terms and conditions of the Nokian Tyres Plc bond with warrants
The Annual General Meeting of Nokian Tyres Plc (hereafter also company) held on March 28, 2001, has decided to offer a bond with warrants to the personnel of the Nokian Tyres Group and to the wholly owned subsidiary of Nokian Tyres Plc on the following conditions:
I TERMS AND CONDITIONS OF BOND WITH WARRANTS
1. Bond amount, unit size and warrants
The amount of the bond with warrants totals FIM 2,400,000 (two million four hundred thousand). The bond certificates will be issued as follows:
- 10,800 (ten thousand eight hundred) type I bond certificates with a nominal value of FIM 80 (eighty), each of which has 20 (twenty) warrants attached. In other words, a total of 216,000 (two hundred sixteen thousand) warrants 2001A are attached to type I bond certificates.
- 9,600 (nine thousand six hundred) type II bond certificates with a nominal value of FIM 80 (eighty), each of which has 20 (twenty) warrants attached. In other words, a total of 192,000 (one hundred ninety-two thousand) warrants 2001B are attached to type II bond certificates.
- 9,600 (nine thousand six hundred) type III bond certificates with a nominal value of FIM 80 (eighty), each of which has 20 (twenty) warrants attached. In other words, a total of 192,000 (one hundred ninety-two thousand) warrants 2001C are attached to type III bond certificates.
The total number of warrants is 600,000 (six hundred thousand).
2. Subscription right
The bond with warrants will be offered for subscription to the personnel of Nokian Tyres Plc and its subsidiaries (the Nokian Tyres Group) and to the personnel of Direnic Oy, a wholly owned subsidiary of Nokian Tyres Plc. Direnic Oy may later surrender its bond certificates and the related warrants or only the warrants to employees or new recruits of the Nokian Tyres Group as agreed by the Board of Nokian Tyres Plc.
3. Bond period
The bond period commences on the date of the bond, June 15, 2001. The bond period is one (1) year. All of the bond is repaid on June 15, 2002.
4. Rate of issue
The rate of issue of the bond is one hundred (100) per cent. In other words, the subscription price of one bond certificate with a nominal value of FIM eighty (80) is FIM eighty (80).
The bond is interest-free.
6. Bond subscription, approval of subscriptions and payment of subscriptions
Subscriptions can be made between May 2 and May 11, 2001. Subscription for the bond with warrants will take place at the company's headquarters in Nokia and possibly at another location to be announced later. A subscriber may also give the company a power of attorney authorising it to make the subscriptions on part of the subscriber. The subscriptions shall be approved by the Board. The subscription can be approved as such or for a smaller amount. It can also be rejected in its entirety. In the case of oversubscription, the Board shall decide on cutting the subscriptions. Subscribers will be notified of approved subscriptions in writing by May 31, 2001, as estimated. Approved subscriptions shall be paid to the bank account indicated by the company by June 15, 2001.
7. Prohibition to transfer and obligation to offer warrants
Warrants can be freely transferred once share subscription has commenced. The company retains the warrants on the part of the subscriber until share subscription begins. The subscriber is entitled to get the warrants when their share subscription begins. The warrant holder shall immediately notify the company if he/she transfers warrants. The Board may, however, grant permission for earlier transfer of warrants. If a subscriber's employment relationship in a company that belongs to the Nokian Tyres Group ends prior to March 1, 2005, for a reason other than retirement or death, the subscriber shall, without delay, offer to the company or a party assigned by the company all warrants whose share subscription period as defined in section II.2 had not begun on the date the employment relationship with the Nokian Tyres Group ended. Irrespective of whether the subscriber has offered the warrants to the company, the company may inform the subscriber in writing about the forfeiture of warrants due to the reason described above. If the warrants have been transferred to the book-entry securities system, the company is entitled to get all the warrants under the scope of the offer obligation transferred from the subscriber's book-entry account to the book-entry account indicated by the company irrespective of whether the warrants have been offered to the company.
II TERMS AND CONDITIONS OF WARRANT-BASED SHARE SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles the holder to subscribe for one (1) Nokian Tyres Plc share with a nominal value of FIM 10. As a result of the subscription, the number of Nokian Tyres Plc shares may increase by a total of 600,000 new shares and the share capital by a maximum of FIM 6,000,000.
As a subsidiary of Nokian Tyres Plc, Direnic Oy is not entitled to subscribe for Nokian Tyres Plc shares on the basis of warrants.
2. Share subscription and payment
The following schedules apply to share subscription:
- warrant 2001A March 1, 2003,
- warrant 2001B March 1, 2004,
- warrant 2001C March 1, 2005,
The subscription period for all warrants shall end on 31 March 2007.
Share subscription will take place at the headquarters of Nokian Tyres Plc and possibly at another location to be announced later. The shares shall be paid at the time of subscription to the bank account indicated by the company.
3. Share subscription price
The subscription price of the share is:
- EUR nineteen (19) for warrants 2001A,
- the trade volume weighted average quotation of the Nokian Tyres Plc share in the Helsinki Exchanges between 1 October and 31 October, 2001, for warrants 2001B, and
- the trade volume weighted average quotation of the Nokian Tyres Plc share in the Helsinki Exchanges between 1 April and 30 April, 2002, for warrants 2001C.
The amount of the cash dividend distributed after 28 March 2001 but before the date of the share subscription shall be deducted from the share subscription price of warrants 2001A on the dividend record date. The price of shares subscribed for with warrants 2001B and 2001C shall be reduced by the amount of dividends paid after the commencement of the period for which the subscription price was determined, and dividends paid before the subscription, on the record date of each dividend payment. However, the share subscription price is never less than the nominal value of the share.
4. Recording of shares
Subscribed and fully paid shares are recorded in the subscriber's book-entry account.
5. Rights of shares
The right to dividend as well as other rights conveyed by the shares commence when the share capital increase has been entered in the trade register.
6. Share issues, convertible bonds and warrants before share subscription
If the company increases its share capital through a new subscription or issues new convertible bonds or warrants before share subscription, warrant holders have equal rights with shareholders. Equality shall be implemented as decided by the Board by changing the number or subscription price of shares available for subscription, or both.
If the company increases its share capital through a share issue before share subscription, the subscription ratio shall be changed so that the relative portion of shares subscribed on the basis of warrants of the total share capital remains unchanged. If the new number of shares that one warrant entitles to should be a fraction, the fractional part shall be taken into consideration by reducing the subscription price.
7. Rights in special cases
Should the company decrease its share capital before share subscription, the subscription right as determined by the warrant terms and conditions shall be changed accordingly as explained in the decision to decrease share capital.
If the company is placed in liquidation before share subscription, warrant holders shall be given the opportunity to exercise their subscription right within the time period set by the Board before commencement of liquidation.
If the company decides to merge with another company as a merging company or with a company formed through a combination merger or to split, warrant holders shall be given the right to use all their warrants for share subscription or to exchange them for warrants issued by the receiving company or the company formed through combination merger or split in the way and within the time period determined by the Board before the merger or split. After this, the subscription right or right of exchange ceases to exist. Under the conditions mentioned above, warrant holders do not have the right to demand the company to redeem the warrants at current price.
If the company decides to acquire its own shares before the end of the subscription period by an offer made to all shareholders, an equal offer shall be made to warrant holders concerning the warrants, whose subscription period has begun. In other cases, share acquisition rights do not require any warrant-related actions from companies.
Should such a situation arise before the end of the subscription period as described in Chapter 14, section 19 of the Finnish Companies Act, where a single party holds more than 90% of the company's shares and thus has redemption right and obligation towards other shareholders, warrant holders are under equal obligation to redeem all their warrants. In such a situation, warrant holders have no rights deviating from these conditions.
If the nominal value of the share changes while the share capital remains unchanged, the conditions of share subscription of warrants are changed so that the total nominal value of shares and the total subscription price remain unchanged.
No changes are caused to the terms and conditions of bonds with warrants if the company changes from a public to private joint-stock company.
III OTHER CONDITIONS
The Board may later decide on transferring the bond with warrants and/or the warrants into the book-entry securities system and on the ensuing technical changes to the terms and conditions. The Board decides on other issues related to the bond with warrants and warrants. The documents related to the bond with warrants and the warrants are available for viewing at the Nokian Tyres Plc headquarters in Nokia.