OLVI PLC PRESS RELEASE 12 MARCH 2003 at 2.00 pm 1 of 2
OLVI PLCS BOARD OF DIRECTORS PROPOSES A BONUS ISSUE TO CELEBRATE
THE 125TH ANNIVERSARY
The Board of Directors of Olvi plc proposes to the Annual General
Meeting convening on 9 April 2003 that the companys share capital
shall be increased by means of a bonus issue in which all
shareholders will receive one (1) new A share per each one (1)
existing A share and one (1) new K share per each one (1) existing
K share free of charge. The bonus issue comprises 2,417,052 new
shares with a nominal value of two (2) euro each. The bonus issue
will be executed by transferring 4,834,104 euro from the share
premium account to the share capital. The bonus issue will
increase the share capital of Olvi plc from 4,834,104 euro to
9,668,208 euro.
In connection with the 125th anniversary of Olvi plc, the Board of
Directors proposes a bonus issue to double the number of shares in
the company, which will cut the market price of a single share in
half. The increased number of shares will enhance share liquidity
in the market and promote the functionality of the stock market.
The bonus issue will not affect the ownership of shares in the
company.
All shareholders registered in the list of shareholders on the
record date 14 April 2003 are entitled to the new shares issued in
the bonus issue.
The new shares entitle to full dividend for the financial period
that started on 1 January 2003, and to all other rights associated
with the share once the increase in share capital has been entered
in the Trade Register.
The subscription ratio of the companys share warrants will be
adjusted so that the proportion of share capital represented by
shares to be subscribed using the warrants remains unchanged.
Board of Directors proposal to authorise the Board of Directors
to decide on the transfer of any shares that may be acquired on
the companys own account
The Board of Directors of Olvi plc proposes to the Annual General
Meeting convening on 9 April 2003 that the Annual General Meeting
shall continue the authorisation granted to the Board of Directors
by the Annual General Meeting on 4 April 2002 that entitles the
Board of Directors to decide on the transfer of any A shares that
may be acquired on the companys own account. The authorisation
shall apply to a maximum of 110,000 of the companys own shares
acquired by the company. The shares shall be used as consideration
in a case where the company acquires assets related to the
companys business, or as consideration in any corporate
acquisitions in the manner and to the extent to be decided by the
Board of Directors.
2
According to the authorisation, the Board of Directors shall be
able to decide on the transfer of the companys own shares in
disapplication of the shareholders pre-emptive right to acquire
the companys shares. The authorisation shall be effective for one
year from the decision of the shareholders meeting.
APPENDICES
Board of Directors proposal regarding the bonus issue
Board of Directors proposal to authorise the Board of Directors
to decide on the transfer of any shares that may be acquired on
the companys own account
OLVI PLC
Markku Rönkkö
Managing Director
Phone +358 17 838 5200 or +358 50 65 851
DISTRIBUTION:
Hex Plc
Key media
http://www.olvi.fi
APPENDIX 1
BOARD OF DIRECTORS PROPOSAL TO THE ANNUAL GENERAL MEETING TO
INCREASE THE SHARE CAPITAL BY MEANS OF A BONUS ISSUE
The Board of Directors proposes to the Annual General Meeting that
the companys share capital shall be increased from the current
4,834,104 euro to 9,668,208 euro by means of a bonus issue
amounting to 4,834,104 euro. The Board of Directors proposes a
bonus issue that would double the number of shares in the company
and cut the market price of a single share in half. The increased
number of shares will enhance share liquidity in the market and
promote the functionality of the stock market. The bonus issue
will not affect the ownership of the company.
The Board of Directors proposes a bonus issue on the following
terms and conditions:
The bonus issue comprises 466,532 new K shares and 1,950,520 new A
shares with a nominal value of two (2) euro each. The bonus issue
will be executed by transferring 4,834,104 euro from the share
premium account to the share capital.
All shareholders will receive one (1) new A share per each one (1)
existing A share and one (1) new K share per each one (1) existing
K share free of charge.
The record date of the bonus issue is 14 April 2003. All
shareholders registered in the companys list of shareholders on
the record date are entitled to the new shares issued in the bonus
issue. The bonus issue will be executed in the book-entry system
of securities and does not require any action by the shareholders.
The new shares entitle to full dividend for the financial period
that started on 1 January 2003, and to all other rights associated
with the share once the increase in share capital has been entered
in the Trade Register.
Any other matters related to the bonus issue and any actions
required by these are at the discretion of the companys Board of
Directors.
The subscription ratio of the companys share warrants will be
adjusted so that the proportion of share capital represented by
shares to be subscribed using the warrants remains unchanged.
Signed in Iisalmi, this 12th day of March 2003
OLVI PLC
Board of Directors
Appendix 2
BOARD OF DIRECTORS PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS
TO DECIDE ON THE TRANSFER OF ANY SHARES THAT MAY BE ACQUIRED ON
THE COMPANYS OWN ACCOUNT
The Board of Directors proposes to the Annual General Meeting that
the Annual General Meeting shall continue the authorisation
granted to the Board of Directors by the Annual General Meeting on
4 April 2002 that entitles the Board of Directors to decide on the
transfer of any A shares that may be acquired on the companys own
account, on the following terms and conditions:
1. The authorisation shall apply to a maximum of 110,000 of
the companys own shares acquired by the company.
2. The Board of Directors shall be authorised to decide to
whom and in what order the shares held by the company shall be
transferred. The Board of Directors shall be able to decide on the
transfer of the companys own shares in disapplication of the
shareholders pre-emptive right to acquire the companys shares.
3. The shares shall be used as consideration in a case where
the company acquires assets related to the companys business, or
as consideration in any corporate acquisitions in the manner and
to the extent to be decided by the Board of Directors.
4. The shares shall be transferred at the current value
effective at the time of transfer as determined in public trading
organised by the Helsinki Exchanges.
5. This authorisation shall be effective for one year from
the decision of the shareholders meeting - that is, until 9 April
2004.
Signed in Iisalmi, this 12th day of March 2003
OLVI PLC
Board of Directors
Company Address: Olvi plc, Olvitie I-IV, 74100 IISALMI, FINLAND
Website URL: http://www.olvi.fi