HELSINKI, Finland, Sept. 19, 2003 (PRIMEZONE) -- The Board of Directors of Novo Group Plc (Other OTC:NVOGF) has resolved to apply for listing of 2001B-warrants on the main list of the Helsinki Exchanges so that the listing will commence approximately on October 1, 2003. The total number of 2001B-warrants is 900,000. Each warrant entitles its holder to subscribe for one (1) Novo Group Plc share. In the aggregate, the 2001B-warrants entitle the holders to subscribe for 900,000 shares. The present share subscription price with 2001B-warrants is EUR 4.86/share. The dividends payable annually shall be deducted from the share subscription price.
NOVO GROUP PLC
Katri Isotalo Communications Manager Tel. +358 205 66 2478 katri.isotalo@novogroup.com
WARRANTS IN NOVO GROUP PLC 2001
The Annual General Meeting of Shareholders of Novo Group plc has on 21 March 2001 resolved that warrants be issued to the key personnel of the Novo Group and to a wholly owned subsidiary of Novo Group plc on the following terms and conditions:
I ISSUANCE OF WARRANTS
1. Number of warrants
The number of warrants issued will be 3,600,000, which entitle to subscribe for a total of 3,600,000 shares in Novo Group plc.
2. Warrants
Of the warrants 900,000 will be marked with the letter A, 900,000 with the letter B, 900,000 with the letter C and 900,000 with the letter D. The persons to whom warrants will be issued will be notified in writing by the Company about the issue of warrants. The warrants will be delivered to the recipient when he or she has accepted the offer of the Company. Warrant certificates shall upon request be delivered to the warrant holder at the start of the relevant subscription period unless the warrants have been transferred to the book-entry system.
3. Right to warrants
The warrants shall, with deviation from the shareholders' pre-emptive right to subscription, be issued to the 1998, 1999 and 2000 warrant holders, to the key personnel of the Novo Group to be later separately named by the Board of Directors of the Novo Group plc., as well as to Novo Extend Oy, a wholly owned subsidiary of Novo Group plc. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the warrants are intended to form part of the Group's incentive and commitment program for the key personnel. The purpose of the warrants is to standardise the incentive programs of the Group in such a manner that the 1998, 1999 and 2000 warrant holders are offered a possibility to convert their warrants to the warrants now being issued.
4. Distribution of warrants
The Board of Directors decides upon the distribution of the warrants. Novo Extend Oy shall be distributed warrants to such extent that the warrants are not distributed to key personnel of the Novo Group. The Board of Directors of Novo Group plc shall later on decide upon the further distribution of the warrants issued to the subsidiary to the key personnel employed by or to be recruited by the Novo Group.
5. Transfer of warrants and obligation to offer warrants
The warrants are freely transferable, when the relevant share subscription period has begun. The Board of Directors may, as an exception to the above, permit the transfer of a warrant also at an earlier date.
Should a warrant-holder cease to be employed by or in the service of the Novo Group for any other reason than the death or retirement of the employee, before 1 October 2005, such person shall without delay offer to the Company free of charge the warrants for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person's employment.
Regardless of whether the warrant-holder has offered his warrants to the company or not, the company is entitled to inform the warrant-holder in writing that the warrant-holder has lost his warrants on the basis of the above-mentioned reasons. Should the warrants be transferred to the book-entry system, the Company has the right, whether or not the warrants have been offered to the Company, to request and get transferred all the warrants, for which the share subscription period had not begun, from the warrant-holder's book-entry securities account to the book-entry securities account appointed by the Company.
II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION
1. Right to subscribe new shares
Each warrant entitles its holder to subscribe for one (1) new share in Novo Group plc. The book equivalent value of each share is 0.17 euro (not an exact value). As a result of the subscriptions the share capital of Novo Group plc may be increased by a maximum of 3,600,000 new shares, i.e. by a maximum of 612,000 euro (not an exact value).
2. Shares subscription and payment
The subscription period shall begin: * for warrant A on 1 October 2002, * for warrant B on 1 October 2003, * for warrant C on 1 October 2004 and * for warrant D on 1 October 2005.
The share subscription period shall, for all warrants, end on 31 October 2006.
The share subscription shall take place at the head office of Novo Group plc and possibly at another location to be determined later. Payment of shares subscribed shall be effected upon subscription.
3. Share subscription price
The share subscription price shall be: * for warrant A 4,75 euro, * for warrant B 5,10 euro, * for warrant C 5,45 euro and * for warrant D 5,80 euro.
From the share subscription price shall as per the dividend record date be deducted the amount of the cash dividend distributed after 1 June 2001 but before the date of the share subscription. The share subscription price shall nevertheless always amount to at least the book equivalent 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
The shares shall entitle to dividend for the financial year in which the subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been registered with the Trade Register.
6. Share issues, convertible bonds and warrants before share subscription
Should the Company, before the subscription for shares, increase its share capital through an issue of new shares, or issue convertible bonds or warrants, 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, increase 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 warrants 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. Rights in certain cases
If the Company reduces its share capital before the subscription of shares, the subscription right accorded by the terms of the warrant shall be adjusted accordingly as specified in the resolution to reduce the share capital.
If the Company is placed in liquidation before the subscription of shares, the warrant holder shall be given an opportunity to exercise his subscription right before the liquidation begins within a period of time determined by the Board of Directors.
If the Company resolves to merge in an other 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, after the beginning of the period of subscription, resolves to acquire its own shares by an offer made to all shareholders, the warrant holders shall be made an equivalent offer. In other cases acquisition of the Company's own shares does not require the Company to take any action in relation to the warrants.
In case a situation as referred to in Chapter 14 Section 19 of the Finnish Companies Act, in which a shareholder possesses over 90% of the shares of the Company and therefore has the right and obligation to redeem the shares of the remaining shareholders, or in case an obligation to redeem the shares in accordance with 16 # in the Articles of Association of the Company arises, the warrant holders shall be entitled to use their right of subscription by virtue of the warrant within a period of time determined by the Board of Directors.
If the book equivalent value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total book equivalent value of the shares available for subscription 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 warrants.
8. Dispute resolution
Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.
9. Other matters
The Board of Directors may decide on the transfer of the warrants to the book-entry system at a later date and on the resulting technical amendments to these terms and conditions. Other matters related to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of Novo Group plc in Helsinki.
This is an English-language translation of the Finnish-language documents. In case of any discrepancy between the Finnish and English texts, the Finnish language documents are decisive.