SSH COMMUNICATIONS SECURITY CORP STOCK EXCHANGE RELEASE
21 October 2009 at 2:40 p.m.
SSH COMMUNICATIONS SECURITY CORP'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS
PART OF THE MANAGEMENT INCENTIVE PLAN
The Board of Directors of SSH Communications Security Corp (SSH) has on 20
October 2009 decided on a new share ownership plan directed to the members of
the SSH Group Management Team. The purpose of the plan is to commit the members
of the Group Management Team to the Company by encouraging them to acquire and
hold the Company's shares and this way increase the Company's shareholder value
in the long run.
For the purpose of the share ownership, the members of the Group Management Team
will establish a limited company, whose entire share capital they own. The
intention of the company to be formed is to acquire SSH shares partly from the
market and partly by subscribing for new SSH shares in a share issue directed to
the company to be formed. The maximum number of the shares to be acquired is
1,450,000 in total. The acquisitions will be financed by capital investments in
the company to be formed by the members of the Group Management Team, in the
maximum total amount of approximately EUR 300,000, as well as by a loan provided
or guaranteed by SSH. After the plan has been implemented in full, the members
of the Group Management Team will hold 4.85% of the SSH shares through the
company to be formed, and the shareholding of Mr Tatu Ylönen, the largest
shareholder in SSH, will dilute from 51.1% below 50%.
On the basis of authorization granted by the Annual General Meeting of
Shareholders of the Company on 4 March 2009, the Board of Directors of SSH has
on 20 October 2009 decided on a share issue against payment directed to the
company to be formed. A maximum total of 1,100,000 new shares in SSH will be
offered for subscription by the company to be formed in the share issue, in
derogation from the shareholders' pre-emptive subscription rights. There are
weighty financial reasons for the derogation from the shareholders' pre-emptive
subscription rights as the shares to be issued in the share issue will be used
for the implementation of the incentive and commitment plan for the members of
the SSH Group Management Team.
The subscription price of the new share is the trade volume weighted average
quotation of SSH´s share on the NASDAQ OMX Helsinki Ltd. during 22 October—12
November 2009, however at least EUR 0.70 and not more than EUR 0.90. The
subscription price is based on the prevailing market price of SSH's share. The
company to be formed will pay the subscription price in cash upon subscription.
The share subscription period is 13 November—27 November 2009. The amount that
corresponds to the nominal value, EUR 0.03/share, of the subscription price of
the new shares will be credited as an increase in the share capital of SSH and
the remaining amount of the share subscription price will be credited to the
reserve for invested unrestricted equity of SSH. Right to dividend and other
shareholder rights will commence when the new shares have been entered into the
Trade Register. The shares will be registered on the book-entry account of the
subscriber and will be applied for public trading on NASDAQ OMX Helsinki Ltd
when the shares have been entered into the Trade Register, around week 48.
On the basis of the share issue, the number of SSH's shares will increase from
the current 28,798,449 shares to a maximum of 29,898,449 shares. The share
capital of SSH will increase from the current EUR 863,953.47 to a maximum of EUR
896,953.47 due to the share issue. The shares subscribed in the share issue
represent approximately 3.68% of the shares and votes after the share issue.
The plan will be valid until fall 2013, at which time the plan is intended to be
dissolved in a manner to be determined later. The plan may be dissolved, e.g.,
by placing the company to be formed into liquidation or by merging it with SSH,
or by otherwise selling the SSH shares held by the company to be formed. The
plan will be continued for further two years, in case the SSH share price in
November 2013 is lower than the average share price which the company to be
formed paid for its SSH shares.
As part of the plan, the Board of Directors of SSH has on 20 October 2009
decided to grant to the company to be formed an interest-bearing loan in the
maximum amount of EUR 900,000 or a guarantee to the loan of the aforementioned
amount to finance the acquisition of the SSH shares. The loan will be repaid in
full by 31 December 2013. Should the plan be continued by two years, the loan
period may be extended respectively. The company to be formed has the right to
repay the loan prematurely at any time, and the obligation to repay the loan
prematurely by selling the SSH shares held by it, in case the SSH share price
exceeds a certain level determined in the plan, otherwise than occasionally.
During the validity of the plan, the transfer of the SSH shares held by the
company to be formed has been restricted. The share ownership in the company to
be formed by the members of the Group Management Team will be valid until the
plan is dissolved.
Helsinki 21 October 2009
SSH COMMUNICATIONS SECURITY CORP
The Board of Directors
Juho Lipsanen
Chairman of the Board of Directors
Further information:
Juho Lipsanen, Chairman of the Board of Directors, Tel. +358 20 500 7000
Jari Mielonen, CEO, Tel. +358 20 500 7400
Distribution:
NASDAQ OMX Helsinki Ltd
Main Media
www.ssh.com
SSH'S MANAGEMENT INVESTS IN THE COMPANY'S SHARES AS PART OF THE MANAGEMENT INCENTIVE PLAN
| Source: SSH Communications Security Oyj