Long-term incentive scheme 2014–2017
On 13 June 2014, the Extraordinary General Meeting of Micro Systemation AB resolved to implement a long-term incentive scheme for the company’s CEO Joel Bollö and its CTO, Örjan Gatu. The terms and conditions are essentially as follows:
- Each of the two participants will receive, without payment of consideration, Class B shares in the company worth net of income tax one and a half million (1,500,000) Swedish kronor, i.e., a total of SEK 3 million for both participants.
Transfer shall take place within two months after the EGM.
The number of shares to be allotted to each of the participants will be based on the average volume-weighted price paid for the company’s Class B shares during the five trading days occurring immediately prior to the date of the 2014 Extraordinary General Meeting.
However, the total number of allotted shares shall never exceed 300,000 Class B shares, i.e., a maximum of 150,000 Class B shares per participant.
- Each of the two participants will be offered the opportunity, in exchange for market-based compensation, to subscribe for 220,000 warrants, i.e., a total of 440,000 warrants carrying the right to subscribe, during the period from 1 January 2016 through 16 June 2017, for an equal number of new Class B shares in the company at a price equal to 130 per cent of the average volume-weighted price paid for the company’s Class B shares during the five trading days occurring immediately prior to the date of the Extraordinary General Meeting 2014.
Costs and dilution
At a share price of SEK 13.00, the long-term incentive scheme will cover the transfer of 230,769 Class B shares, corresponding to dilution of 1.3 per cent. Transfer of the maximum number of Class B shares would lead to dilution of approximately 1.7 per cent. Furthermore, the warrants would result in 440,000 new Class B shares, corresponding to dilution of 2.5 per cent.
The scheme further entails a net cost totalling SEK 7,151,693. Based on the sample price of SEK 13.00, earnings per share for 2014 would be negatively affected by SEK 0.40. Earnings per share for 2014 would also be negatively affected by SEK 0.40 in a maximum allotment of Class B shares. The cost of the proposal may vary due to the difference that may arise between the calculated average share price and the share price on the grant date. No costs are payable by the company for subsequent years during the term of the scheme.
Long-term incentive scheme 2015-2018
On 6 May 2015, the Annual General Meeting of Micro Systemation AB resolved to implement a long-term incentive scheme for the company’s senior executives and certain key personnel with the exception of CEO Joel Bollö and CTO Örjan Gatu (totalling a maximum of 20 people) on essentially the following terms and conditions:
- The participants will be offered the opportunity, in exchange for market-based compensation (calculated according to the Black & Scholes valuation model), to subscribe for warrants that entitle the holder to subscribe for new Class B shares in the company from 1 June 2018 through 30 September 2018, at a price equal to 130 per cent of the average volume-weighted price paid for the company’s Class B shares from 8 May through 15 May 2015. The maximum number of warrants that individual participants will be offered shall not exceed 30,000.
Costs and dilution
At full subscription, the warrants may result in 200,000 new Class B shares, corresponding to dilution of 1.1 per cent. As shown above, warrants are issued in exchange for market-based compensation, which means that the company is not liable for costs for social security contributions. Consequently, the issue will not entail any costs for the company other than limited administrative costs.