Share capital and shares
Share capital and shares
Nokian Tyres’ share was quoted on the main list of the Helsinki Exchanges for the first time on 1 June 1995. The company has one class of shares, each share entitling the holder to one vote at the Annual General Meeting and carrying equal rights to dividend. Share capital is 25,437,906. On 25 February 2010, the amount of shares entitled to dividend was 126,686,410.
Share price development and trading volume in 2009
At the end of 2009, the price of Nokian Tyres’ share was EUR 17.00, showing an increase of 114.9% on the previous year’s closing price of EUR 7.91. At its highest, Nokian Tyres’ share was quoted at EUR 18.85 in 2009 (EUR 33.73 in 2008) and EUR 7.00 (EUR 7.17) at its lowest. During the year, a total of 222,305,175 (309,290,887) Nokian Tyres’ shares were traded on the Nasdaq OMX Helsinki (Helsinki Exchanges). At the end of the year, the market capitalisation of the share capital was EUR 2,122,473,630 (EUR 987,531,781). On 31 December, 2009, the number of shares was 124,851,390.
Dividend policy
The dividend policy adopted by the company’s Board of Directors is to propose to the Annual General Meeting a dividend that reflects the company’s profit development. In the past nine years, dividends paid to shareholders have represented approximately 35% of the year’s net profit. The company plans to continue to distribute approximately 35% of net profits in dividends.
Board authorisations
The Annual General Meeting, held on 3 April 2007, authorised the Board of Directors to make a decision to offer no more than 24,000,000 shares through a share issue or by granting special rights under Chapter 10, section 1 of the Finnish Companies Act that entitle to shares (including convertible bonds) on one or more occasions. The Board may decide to issue new shares or shares held by the company. The maximum number of shares included in the authorisation accounts for approximately 20% of the company’s entire share capital. The company has one class of shares.
The authorisation includes the right to issue shares or special rights through private offering, in other words to deviate from the shareholders’ pre-emptive right, subject to provisions of the law.
Under the authorisation, the Board of Directors will be entitled to decide on the terms and conditions of a share issue, or the granting of special rights under Chapter 10, section 1 of the Finnish Companies Act, including the recipients of shares or special rights entitling to shares, and the compensation to be paid. It was decided that the authorisation should be exercised for purposes determined by the Board. The authorisation will be effective for five years from the decision made at the Annual General Meeting. This authorisation invalidates all other Board authorisations regarding share issues and convertible bonds.
Company share ownership and authorisation for acquisition
Nokian Tyres does not hold any of its own shares, nor is the Board of Directors authorised to acquire them.
Stock options listed on the main list of NASDAQ OMX Helsinki
Nokian Tyres’ 2004A stock options for the option scheme 2004 were listed on NASDAQ OMX Helsinki main list as of 1 March 2006, 2004B options as of 1 March 2007, and 2004C options as of 1 March 2008. At their highest, the 2004B stock options were quoted at EUR 2.00 and at their lowest EUR 0.05. During the year, a total of 21,129 2004B stock options were traded on the NASDAQ OMX Helsinki. The highest quote for the 2004C stock options was EUR 74.00 and the lowest EUR 6.79, and a total of 149,642 stock options were traded during the year.
Nokian Tyres’ 2007A stock options for the option scheme 2007 were listed on NASDAQ OMX Helsinki main list as of 1 March 2009. At their highest, the 2007A stock options were quoted at EUR 5.20 and at their lowest EUR 1.08. During the year, a total of 271,789 2007A stock options were traded on NASDAQ OMX Helsinki.
Management shareholding
On 31 December 2009, Nokian Tyres’ Board members and the President and CEO held a total of 190,000 Nokian Tyres’ publicly traded stock options, and a total of 250,000 stock options that were not publicly traded in 2009. In addition, Nokian Tyres’ Board members and the President and CEO held a total of 43,491 Nokian Tyres’ shares. The shares and publicly traded stock options represent 0.2% of the total number of votes.
Convertible bond loan for Finnish and international institutional investors
On 20 June 2007, the Board of Directors of Nokian Tyres announced the issue of a convertible bond totalling EUR 130.4 million, maturing in 2014, and on the basis of the authorisation granted by the Annual General Meeting on 3 April 2007, issued bonds to institutional investors, deviating from the pre-emptive rights of the company’s shareholders. The bonds were issued to finance investments in accordance with the company’s investment strategy, to refinance existing financing facilities, and for general corporate purposes.
The bonds were issued in principal amounts of EUR 100,000 and at 100% in their principal amount, and they will not bear interest during the loan period. The loan will be redeemed when it finally expires for an amount producing an annual yield of 3.0%, or for 123% of the loan principal, unless it has previously been converted, redeemed, purchased or cancelled. Each EUR 100,000 bond will be convertible to 2,672 company shares. The conversion price represents a premium of 40% above the reference price of EUR 26.73 of the company’s ordinary shares on 20 June 2007. The right to convert the bonds into company
shares commences on 7 August 2007 and ends on 20 June 2014 at 4:00 p.m. Finnish time. In the event that all bonds will be converted into ordinary shares of the company, the aggregate number of the new ordinary shares to be issued by the company will be 4,008,4551, which represents 3.3% of the aggregate number of the company’s shares on 20 June 2007 (provided that the over-allotment option is fully exercised).
The maturity date of the bonds is 27 June 2014, unless previously redeemed, converted, purchased or cancelled. The company may redeem the bonds at their accreted principal amount as at the date fixed for redemption at any time on or after 27 June 2011, provided that the price of the company’s shares multiplied by the conversion ratio is equal to or exceeds 130% of the then applicable accreted principal amount for a period of 20 trading days during a period of 30 consecutive days. In addition, the company has the right to redeem the bonds if, at any time, the aggregate principal amount of the bonds outstanding is equal to or less than 15% of the aggregate principal amount of the bonds initially issued. The payment of the issue took place on 27 June 2007, and the bonds were registered in the Finnish Trade Register on 28 June 2007.
The offering was managed by Nomura International plc as Sole Bookrunner and Joint Lead Manager and Carnegie Investment Bank AB as Joint Lead Manager. Nokian Tyres granted Nomura International plc an over-allotment option to subscribe for up to EUR 19.6 million of additional bonds solely to cover over-allotments, if any, which may be exercised at any time, up to and including 20 July 2007.
The trading of the bonds on the Euro MTF market of Luxembourg commenced on 17 July 2007. The company issued a Listing Document concerning the listing of the bond (and its terms) on 17 July 2007.
The new shares in the company issued in conjunction with bond conversion will be listed on NASDAQ OMX Helsinki.
On 17 July 2007, Nokian Tyres announced that Nomura International plc, the Joint Lead Manager of the Nokian Tyres plc’s convertible bonds due 2014 offering, had fully exercised the EUR 19.6 million over-allotment option granted to it by Nokian Tyres plc. Subsequent to the exercise of the over-allotment option, the total amount of the convertible bond is EUR 150 million.
Share information
ISIN code:...........................................................................FI0009005318
Trading code:................................................................................... NRE1V
Currency:.............................................................................................. Euro
Changes in the ownership of nominee-registered shareholders in 2009
11 November 2009
Nokian Tyres received an announcement from BlackRock, Inc. on 10 November, 2009, according to which the ownership of Black Rock Investment Management (UK) Limited increased above the level of 5% of the share capital in Nokian Tyres plc as a result of a share transaction concluded on 9 November, 2009. Black Rock Investment Management (UK) Limited then holded a total of 6,270,634 Nokian Tyres’ shares representing 5.02% of company’s 124,848,890 shares and voting rights.
