LeoVegas AB: The board of directors of LeoVegas proposes a new incentive program and has resolved to cancel previously issued...
July 24 2017 - 2:00AM
The board of directors of
LeoVegas AB (publ) ("LeoVegas" or the "Company"), has resolved to
propose a new incentive program for senior executives and employees
through issuance of 1,000,000 warrants to the subsidiary Gears of
Leo AB with subsequent transfer to the participants. This incentive
program is proposed to replace the previous program comprising of
1,000,000 warrants which was resolved on by the annual general
meeting held on 17 May 2017. The board of directors has also
resolved to cancel the warrants issued under the resolution from
the annual general meeting. The board of directors will today
publish a notice to an extra general meeting to be held on 23
August 2017.
New incentive program and
cancellation of warrants
Upon recommendation of the remuneration committee, the board of
directors of the Company has proposed that the extra general
meeting resolves to implement a new incentive program through
issuance of 1,000,000 warrants to Gears of Leo AB (the "Subsidiary"), with subsequent transfer to senior
executives, employees and other key persons within the Company and
the group ("Incentive program II
2017/2020").
The annual general meeting held on 17 May 2017
resolved to issue not more than 1,000,000 warrants to implement an
incentive program for the group's employees ("Incentive program I 2017/2020"). All warrants were
subscribed for by the Subsidiary and registered with the Companies
Registration Office on 31 May 2017. Incentive program II 2017/2020
aims to replace Incentive program I 2017/2020.
The reason for the board of directors' new program
is that the share price of the Company's shares have had a strong
development. The price has risen from SEK 38 on 12 April 2017, when
the notice to the annual general meeting was issued, to SEK 59.25
on 31 May 2017, which was the last day for the participants to
notify their participation in Incentive program I 2017/2020, which
effected the program's mechanics in a negative way and as a
consequence the aim with the program was completely set out if
play, why the board now proposes a new incentive program.
On 23 July 2017, the board of directors has also
resolved to cancel all outstanding warrants from Incentive program
I 2017/2020, which means that no additional dilution effects will
occur on Company's shares following the Incentive program II
2017/2020.
Summary of Incentive program II
2017/2020
-
Issue a maximum of 1,000,000 warrants, which may
result in a maximum increase in the Company's share capital of EUR
12,000.000022.
-
The warrants shall be subscribed for by the
Subsidiary, with the right and obligation to, at one or several
occasions, transfer the warrants to senior executives, other
employees and key persons, who are or will become employed by the
Company or within the group, at a price that is not less than the
fair market value of the warrant according to the Black &
Scholes valuation model and otherwise on the same terms as in the
issuance.
-
The warrants shall be subscribed for by the
Subsidiary at a price corresponding to the warrant's market value
at the time for subscription in accordance with the Black &
Scholes valuation model.
-
Each warrant entitles to subscription of one (1)
new share in the Company during the period from 1 June 2020 up to
an including 15 June 2020 or the earlier date set forth in the
terms for the warrants.
-
The subscription price shall be determined to an
amount equal to 170 percent of the average of the mean, calculated
for each trading day during the period from 9 August 2017 up to and
including 22 August 2017, of the highest and lowest price paid for
a share according to the official price list at Nasdaq First North
Premier. In the absence of a quotation of paid price for any of the
days in question, the last quoted bid price shall be used in the
calculation (SEK 103.25 based on a preliminary calculation).
-
Transfer of the warrants shall be made at a
price equal to the warrant's fair market value the day before the
transfer day, which means no social fees should arise for the group
in connection with the transfer of warrants.
-
The warrants' fair market value, according to a
preliminary valuation based on the market value of the underlying
share of SEK 60.75, SEK 3.01 per warrant, assuming an exercise
price of SEK 103.25 per share. The Black & Scholes valuation
model has been used for the valuation, assuming a risk free
interest rate of -0.45 percent and a volatility of 31 percent,
taking into account that no dividends and other distributions to
shareholders are expected during the period of the program.
-
Upon full exercise of the warrants and at a
subscription price of SEK 103.25, the Company will receive proceeds
amounting to SEK 103,250,000.
-
The total number of registered shares and votes
at the time of this proposal amount to 99,695,470. The maximum
dilution of Incentive program II 2017/2020 is estimated to be a
maximum of approximately 0.99 per cent of the total number of
shares and votes in the Company (calculated on the number of
existing shares the Company without consideration to outstanding
warrants), assuming full subscription and exercise of all warrants
offered and that the warrants under the previous Incentive Program
I 2017/2020 are cancelled. The dilution of Incentive program II
2017/2020 taking into account the full subscription and exercise of
all warrants outstanding in the Company is estimated to
approximately 2.92 per cent of the total number of shares and votes
in the Company, provided that full subscription and exercise of all
issued warrants occurs and that the warrants under the previous
Incentive Program I 2017/2020 are cancelled.
Extra general
meeting
Incentive program II 2017/2020 requires a resolution by the extra
general meeting and a complete description of the program will be
available in the notice for the extra general meeting. The extra
general meeting is planned to be held on 23 August 2017 and will be
held at Baker & McKenzie's premises on Vasagatan 7 in
Stockholm. The notice will today be published as a press release
and is to be published on 26 July 2017 in the Swedish Official
Gazette and is available as of today on the Company's website
www.leovegasgroup.com. Announcement that notice has been made will
be published in Svenska Dagbladet on 26 July 2017.
The information is such that
LeoVegas AB (publ) is required to disclose in accordance with the
EU Market Abuse Regulation. The information was submitted, by the
agency of the contact persons below, for publication at 08:00 (CET)
on 24th of July 2017.
For
further information, please contact:
Gustaf Hagman, Group CEO and co-founder: +46
70-880 55 22, gustaf.hagman@leovegas.com
Viktor Fritzén, Group CFO: +46 73-612 26 67,
viktor.fritzen@leovegas.com
Philip Doftvik, Head of Investor Relations: +46 73 512 07 20,
philip.doftvik@leovegas.com
About the LeoVegas mobile gaming
group
LeoVegas' vision is to create the ultimate mobile gaming experience
and be number one in mobile casino. The business is distinguished
by award-winning innovation and strong growth. LeoVegas' technical
development is conducted in Sweden, while operations are based in
Malta. The Swedish parent company LeoVegas AB (publ) invests in
companies that offer gaming via mobile devices and desktop
computers along with companies that develop related technologies.
LeoVegas has attracted major international acclaim and has won
numerous awards, including "Nordic Operator of the year", "Mobile
Marketing Campaign of the year", and "Innovation in Mobile and
Tablet of the Year" at the international EGR Awards. LeoVegas bases
its development on "Mobile First" and is at the forefront of using
state-of-the-art technology in the mobile gaming market. With a
foundation in a great gaming experience, long-term customer
relationships and establishment of a strong brand, the company has
attracted a steadily growing customer base through innovative,
effective and data-driven marketing. Since its start, the mobile
gaming company LeoVegas has shown strong quarter-on-quarter growth.
LeoVegas' shares are listed on Nasdaq First North Premier. Avanza
Bank AB is the company's Certified Adviser. For more about
LeoVegas, visit www.leovegasgroup.com or www.leovegas.com.
The board of directors of LeoVegas
proposes a new incentive program
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: LeoVegas AB via Globenewswire
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