Amer Group to propose purchases of its own shares and some amendments to be made to the articles of association
2000-02-09, 10:00
At a Board meeting today Amer Group Plc's Board of Directors decided to propose to the Annual General Meeting, scheduled to convene on 8 March 2000, an authorisation to purchase and dispose of the Company's own shares. The Board also proposes amendments to paragraphs 3, 4 and 9 of the Articles of Association.
The Board of Directors proposes an authorisation to purchase and dispose of shares in the Company for the purpose of improving the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board may also propose that the acquired shares be cancelled by decreasing the share capital. The total amount of shares to be purchased is limited to 5% of the total number of shares in issue. Purchases of any shares shall be funded from the Company's distributable non-restricted equity only.
The authorisation is intended to be valid for a maximum period of one year, until the Annual General Meeting in 2001. The detailed contents of the Board's proposal are attached.
The Board of Directors also proposes that paragraphs 3, 4 and 9 be amended with regards to changing the minimum and maximum share capital into euros, the number of shares in issue and the notice of the annual general meeting.
In addition, the Board of Directors proposes the sale of those shares, which have not been transferred to the book-entry system, on behalf of respective shareholders.
The detailed contents of the Board's proposals are attached.
AMER GROUP PLC
Communications Department
Marja-Leena Simola
Vice President, Communications
Tel. +358 9 7257 8306
Fax +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further information, please contact:
Mr Pekka Paalanne, Senior Vice President & CFO, Tel. +358 9 7257 8212
Mr Jari Melgin, Corporate Treasurer, Tel. +358 9 7257 823
AMER GROUP BOARD OF DIRECTORS' PROPOSALS TO ANNUAL GENERAL MEETING
Amer Group Plc's Board of Directors proposes to the Annual General Meeting, scheduled to convene on 8 March 2000, an authorisation to purchase and dispose of the Company's own shares.
The Board of Directors are authorised to decide on share purchases on the following conditions:
a) The shares may be acquired to improve the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board of Directors may also propose that the acquired shares be cancelled by decreasing the share capital.
b) The authorisation is limited to a maximum of 1,216,344 of the Company's shares in issue, i.e. 5% of the registered total number of shares in issue, currently totalling 24,326,895 shares.
c) The shares shall be purchased in accordance with the decision of the Board of Directors at the market price quoted for them during normal stock-market trading hours on the Helsink Exchanges at the time of the purchase. The shares shall be paid for to the sellers in accordance with the guidelines stipulated by the Helsinki Exchanges and the rules of the Finnish Central Securities Depository Ltd.
d) Since authorisation is limited to a maximum of 5% of the total number of shares in issue and votes thereon and the Company has one class of shares only, the purchase of shares will not have a significant impact on the allotment of shares and votes in the Company.
e) The shares will be purchased with the distributable funds, and the acquisition will decrease the Company's un-restricted equity available for distribution.
f) The share purchase authorisation is in effect until the 2001 Annual General Meeting, however for a maximum period of one year from the date of the Annual General Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting of 11 March 1999 to purchase the company's own shares be cancelled.
The Board of Directors is authorised to decide to dispose of the Company's own shares on the following conditions:
a) The authorisation is limited to a maximum of 1,216,344 of the own shares purchased by the Company.
b) The Board of Directors is authorised to decide on to whom and in which order the acquired shares shall be disposed of. The Board may decide to place the shares in a proportion deviating from existing shareholders' pre-emptive rights.
c) The shares will be used in payment for any purchases of assets related to the Company's business operations and any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. Moreover, the Board requests an authorisation to dispose of the shares in the stock market in order to raise funds for the Company to finance investments and possible corporate acquisitions.
d) The shares will be disposed of at the minimum price quoted for them at the time of public trading.
e) This authorisation is in effect until the date of the 2001 Annual General, however, for a maximum period of one year from the Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting on 11 March 1999 to dispose of the company's own shares be cancelled.
The Board of Directors' proposal to state the share capital in euros and to increase the share capital by means of a bonus issue
The Board of Directors proposes that the share capital of the Company be stated in euros and increased by a bonus issue of EUR 14,552,745.86 to EUR 97,307,580 whereby the amount corresponding to the bonus issue shall be transferred from the premium fund to the share capital. After the increase, the accounted counter-value of each share will be four (4) euros. No new shares will be issued under the bonus issue, and the number of shares will not change.
The Board of Directors' proposal to amend paragraph 3, 4 and 9 of the Articles of Association as follows:
3 Paragraph Minimum and maximum share capital
The minimum share capital of the Company is fifty million (50,000,000) euros and the maximum two hundred million (200,000,000) euros, within which limits the share capital may be increased or decreased without amending the Articles of Association.
4 Paragraph Number of shares
The share capital of the Company shall consist of not less than 12,500,000 shares and not more than 50,000,000 shares.
9 Paragraph Notice of General Meeting
The General Meeting shall be convened by the Board of Directors.
The notice of the General Meeting shall be communicated to shareholders by means of advertisements in at least two daily newspapers which appear in Helsinki and which have been determined by the Board of Directors, not earlier than two (2) months and not later than twelve (12) days prior to the date of the General Meeting.
The Board of Directors' proposal to sell shares which have not been transferred to the book-entry system
The Board of Directors proposes that the Annual General Meeting approves selling on behalf of the owners of shares registered on the joint book-entry account unless they have already been transferred to the book-entry system, and to authorise the Board of Directors to undertake the measures necessary to implement the decision.
AMER GROUP PLC
The Board of Directors
The Board of Directors proposes an authorisation to purchase and dispose of shares in the Company for the purpose of improving the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board may also propose that the acquired shares be cancelled by decreasing the share capital. The total amount of shares to be purchased is limited to 5% of the total number of shares in issue. Purchases of any shares shall be funded from the Company's distributable non-restricted equity only.
The authorisation is intended to be valid for a maximum period of one year, until the Annual General Meeting in 2001. The detailed contents of the Board's proposal are attached.
The Board of Directors also proposes that paragraphs 3, 4 and 9 be amended with regards to changing the minimum and maximum share capital into euros, the number of shares in issue and the notice of the annual general meeting.
In addition, the Board of Directors proposes the sale of those shares, which have not been transferred to the book-entry system, on behalf of respective shareholders.
The detailed contents of the Board's proposals are attached.
AMER GROUP PLC
Communications Department
Marja-Leena Simola
Vice President, Communications
Tel. +358 9 7257 8306
Fax +358 9 791 385
E-mail: marja-leena.simola@amer.fi
For further information, please contact:
Mr Pekka Paalanne, Senior Vice President & CFO, Tel. +358 9 7257 8212
Mr Jari Melgin, Corporate Treasurer, Tel. +358 9 7257 823
AMER GROUP BOARD OF DIRECTORS' PROPOSALS TO ANNUAL GENERAL MEETING
Amer Group Plc's Board of Directors proposes to the Annual General Meeting, scheduled to convene on 8 March 2000, an authorisation to purchase and dispose of the Company's own shares.
The Board of Directors are authorised to decide on share purchases on the following conditions:
a) The shares may be acquired to improve the Company's capital structure and for use as payment when the Company purchases assets related to its business operations and as payment in any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board of Directors may also propose that the acquired shares be cancelled by decreasing the share capital.
b) The authorisation is limited to a maximum of 1,216,344 of the Company's shares in issue, i.e. 5% of the registered total number of shares in issue, currently totalling 24,326,895 shares.
c) The shares shall be purchased in accordance with the decision of the Board of Directors at the market price quoted for them during normal stock-market trading hours on the Helsink Exchanges at the time of the purchase. The shares shall be paid for to the sellers in accordance with the guidelines stipulated by the Helsinki Exchanges and the rules of the Finnish Central Securities Depository Ltd.
d) Since authorisation is limited to a maximum of 5% of the total number of shares in issue and votes thereon and the Company has one class of shares only, the purchase of shares will not have a significant impact on the allotment of shares and votes in the Company.
e) The shares will be purchased with the distributable funds, and the acquisition will decrease the Company's un-restricted equity available for distribution.
f) The share purchase authorisation is in effect until the 2001 Annual General Meeting, however for a maximum period of one year from the date of the Annual General Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting of 11 March 1999 to purchase the company's own shares be cancelled.
The Board of Directors is authorised to decide to dispose of the Company's own shares on the following conditions:
a) The authorisation is limited to a maximum of 1,216,344 of the own shares purchased by the Company.
b) The Board of Directors is authorised to decide on to whom and in which order the acquired shares shall be disposed of. The Board may decide to place the shares in a proportion deviating from existing shareholders' pre-emptive rights.
c) The shares will be used in payment for any purchases of assets related to the Company's business operations and any possible corporate acquisitions in the manner and to the extent decided by the Board of Directors. Moreover, the Board requests an authorisation to dispose of the shares in the stock market in order to raise funds for the Company to finance investments and possible corporate acquisitions.
d) The shares will be disposed of at the minimum price quoted for them at the time of public trading.
e) This authorisation is in effect until the date of the 2001 Annual General, however, for a maximum period of one year from the Meeting at which it is approved. The Board of Directors also proposes that the authorisation given to the Board of Directors by the Annual General Meeting on 11 March 1999 to dispose of the company's own shares be cancelled.
The Board of Directors' proposal to state the share capital in euros and to increase the share capital by means of a bonus issue
The Board of Directors proposes that the share capital of the Company be stated in euros and increased by a bonus issue of EUR 14,552,745.86 to EUR 97,307,580 whereby the amount corresponding to the bonus issue shall be transferred from the premium fund to the share capital. After the increase, the accounted counter-value of each share will be four (4) euros. No new shares will be issued under the bonus issue, and the number of shares will not change.
The Board of Directors' proposal to amend paragraph 3, 4 and 9 of the Articles of Association as follows:
3 Paragraph Minimum and maximum share capital
The minimum share capital of the Company is fifty million (50,000,000) euros and the maximum two hundred million (200,000,000) euros, within which limits the share capital may be increased or decreased without amending the Articles of Association.
4 Paragraph Number of shares
The share capital of the Company shall consist of not less than 12,500,000 shares and not more than 50,000,000 shares.
9 Paragraph Notice of General Meeting
The General Meeting shall be convened by the Board of Directors.
The notice of the General Meeting shall be communicated to shareholders by means of advertisements in at least two daily newspapers which appear in Helsinki and which have been determined by the Board of Directors, not earlier than two (2) months and not later than twelve (12) days prior to the date of the General Meeting.
The Board of Directors' proposal to sell shares which have not been transferred to the book-entry system
The Board of Directors proposes that the Annual General Meeting approves selling on behalf of the owners of shares registered on the joint book-entry account unless they have already been transferred to the book-entry system, and to authorise the Board of Directors to undertake the measures necessary to implement the decision.
AMER GROUP PLC
The Board of Directors