14.05.2019 08:50 CEST/EET (UTC +2)
Innofactor Plc inside information, released on May 14, 2019, at 8:50 Finnish time
The Board of Directors of Innofactor Plc has decided, based on the authorization granted to it by the Annual General Meeting, on a share-based incentive plan for all of Innofactor Group's personnel in order to commit the personnel to the company and its goals ("Personnel Issue").
In the Personnel Issue, a maximum total of 1,200,000 new shares ("Personnel Shares") of the company will be issued to the Innofactor Group personnel, deviating from the shareholders' pre-emptive subscription rights. At the time of making the decision Innofactor Plc has 36,188,225 shares. If all the offered Personnel Shares were subscribed for in the Personnel Issue, the number of shares outstanding would increase to 37,388,255 shares, out of which a maximum of 1,200,000 shares would account for a maximum of 3.21 percent of the total post-issue number of shares and votes. The purpose of the directed Personnel Issue is to increase the personnel's commitment to the company, and therefore a weighty financial reason as per the Finnish Companies Act exists for waiving the pre-emptive rights of shareholders.
The subscription price for the Personnel Shares will be EUR 0.5 per share. The subscription price of the Personnel Shares in total will be recognized in the company's fund for invested unrestricted equity.
Innofactor will grant a loan for its personnel to cover the subscription price. The loan term will be five years. The loan will be granted as part of the distributable fund of the company. The interest rate of the loan in Finland and Sweden will be the 12 months Euribor rate and will be adjusted annually. In Denmark the interest rate will follow the official Danish reference interest rate and in Norway the tax rate defined by the Norwegian tax authorities. The interest rate for the loan may not be negative. The loan repayments and interest payments will be deducted from the employees' monthly net salaries.
Subscribing of Personnel Shares and withdrawals of the personnel loans will take place during May 20–June 19, 2019.
The trading of the issued Personnel Shares in the Helsinki Stock Exchange (Nasdaq Helsinki Oy) is estimated to start on July 1, 2019. However, the Personnel Shares are subject to a sale and transfer restriction for 12 months starting from the date of the registration of the new shares subscribed in the Personnel issue into the Trade Register.
The Company will publish the final results of the Personnel Issue as a stock exchange release on around June 26, 2019.
Espoo, May 14, 2019
Board of Directors
Sami Ensio, CEO
Tel. +358 50 584 2029
Innofactor is the leading driver of the modern digital organization in the Nordic Countries for its over 1,500 customers in commercial, public and third sector. Innofactor has the widest solution offering and leading know-how in the Microsoft ecosystem in the Nordics. Innofactor has approximately 600 enthusiastic and motivated top specialists in Finland, Sweden, Denmark and Norway. In 2014–2018, the annual growth of Innofactor's net sales has been approximately over 14%. The Innofactor Plc share is listed in the technology section of the main list of NASDAQ Helsinki Oy. www.innofactor.com #ModernDigitalOrganization