The board of Itera ASA has in its meeting on 20 June 2022 approved the issuance a share purchase and option programme as long-term incentives for key employees in the company, in addition to a general employee share purchase programme, pursuant to a mandate given by the general meeting on May 24, 2022. Transaction date is today 23 June 2022.
The extended share purchase program for has restriction on sales for a period of 3 years. The restriction period is considered to be a value-reducing element equivalent to a European put option. If the employee terminates his/her employment with the company before the end of the restriction period, the company has an option to repurchase the shares at a value corresponding to the then current market price minus the original NOK value of the value-reducing restriction period. The subscription price of NOK 9.64 per share is set at the volume weighted average for the last ten trading days (1-15 June 2022) before the subscription period, less the original NOK value of the restriction period, which is calculated at NOK 3.31 per share. A total of 22 employees subscribed to a total of 448,310 shares.
The general employee share purchase programme has a similar structure and price, with the exception of no repurchase option by the Company in the event the employee resigns during the restriction period. A total of 108 employees subscribed for 232,078 shares.
A new share option programme of 950,000 options and a vesting period of up to four years was issued.
The exercise price for the options is NOK 12.95, which is equal to the average volume-weighted transaction price on the Oslo Stock Exchange for the period 1-15 June 2022. The exercise price is not adjusted for any dividend payments in the vesting period.
The options can be exercised at the following times:
- with up to 1/3 of the options during the period 01.06.2025-15.06.2025
- remaining options during the period 01.06.2026-15.06.2026
Options that are not exercised within the first exercise period are rolled forward to the next exercise period. The exercising of options is contingent on the employee not having terminated his/her employment at the time of exercise.
In total, Itera ASA has today sold the following number of shares:
- General employee share purchase programme: 232,078 shares
- Extended share purchase programme: 448,310 shares
- Total: 680,388 aksjer
Itera ASA’s new holding is 1,011,618 own shares. The total number of outstanding share options is 2,995,000.
The following primary insiders have purchased/sold shares and/or redeemed or been granted options:
CEO Arne Mjøs and through his company, Arne Mjøs Invest:
- Purchase of 100,000 shares with a 3-year restriction at a price of NOK 9.64 / share
The new holding is 25,163,031 shares in addition to 2,200,000 shares on a future contract, a total of 27,363,031 shares (33.3% of the total outstanding shares).
CFO Bent Hammer:
- Purchase of 2,317 shares with a 3-year restriction at a price of NOK 9.64 / share
- Allocation of 100,000 options.
The new holding is 513,693 shares and 200,000 options.
Group COO Jon Erik Høgberg:
- Purchase of 102,317 shares with a 3-year restriction at a price of NOK 9.64 / share
The new holding is 1,144,356 shares.
COO Anine Ragnif:
- Purchase of 6,100 shares with a 3-year restriction at a price of NOK 9.64 / share
- Allocation of 30,000 options.
The new holding is 50,887 shares and 180,000 options.
HR Director Mette Mowinckel:
- Purchase of 42,317 shares with a 3-year restriction at a price of NOK 9.64 / share
The new holding is 76,911 shares and 100,000 options.
Chief Strategy & Communication Officer Ole Morten Damlien:
- Purchase of 15,000 shares with a 3-year restriction at a price of NOK 9.64 / share
The new holding is 100,546 shares and 100,000 options.
Andreas Almquist, board member:
- Purchase of 22,317 shares with a 3-year restriction at a price of NOK 9.64 / share
The new holding is 141,295 shares and 50,000 options.
Odd Khalifi, observer to the board:
- Purchase of 2,317 shares with a 3-year restriction at a price of NOK 9.64 / share
- Allocation of 100,000 options
The new holding is 100,564 shares and 250,000 options.
Jørgen Mjelde, Deputy to the Board:
- Purchase of 5,317 shares with a 3-year restriction at a price of NOK 9.64 / share
The new holding is 15,040 shares.
Tom Kr. Foosnæs, deputy to the board:
- Purchase of 9,817 shares with a 3-year restriction at a price of NOK 9.64 / share
The new holding is 24,942 shares and 30,000 options.