On 14 February 2024, the Board of Directors of Itera ASA approved an extended share purchase programme and an option program for key employees in the company as long-term incentives, in addition to a general share purchase program for employees, in accordance with the authorisation granted by the Annual General Meeting on 24 May 2023. The transaction date is March 31, 2024.
The extended share purchase program has a lock-in period of 3 years. The lock-in period is considered to be a value-reducing element similar to a European put option. If the employee leaves the company before the end of the lock-in period, the company has an option to buy back the shares at a value corresponding to the prevailing market price less the original NOK value of the lock-in period. The subscription price of NOK 9.50/share is set at a volume-weighted average for the last ten trading days (February 27 - March 11, 2024) before the subscription period, equal to NOK 12.31 per share, less the value of the lock-in period calculated at NOK 2.81/share. A total of 29 employees subscribed for 376,320 shares.
The general share purchase program has a similar structure and price, except that there is no repurchase option for the company if the employee leaves during the lock-in period. A total of 59 employees subscribed for 134,496 shares.
A new option program was issued for a total of 600,000 options with a duration of up to 4 years. The strike price for the options in Itera is NOK 12.31, which is based on the average volume-weighted transaction price on the Oslo Stock Exchange from 27 February to 11 March 2024. The strike price is not adjusted for dividend payments during the vesting period.
The options can be redeemed at the following times:
- with up to 1/3 of the options in the period 16.03.2027-30.03.2027
- remaining options in the period 16.03.2028-30.03.2028
Options that are not redeemed in the initial redemption period are automatically rolled over to the next redemption period.
Redemption of options is conditional on the employee being in an undismissed position in the Group at the time of redemption.
In total, Itera ASA has sold the following number of shares on 31 March 2024:
- General share program for employees: 134.496 shares
- Extended share program: 376,320 shares
- Total: 510,816 shares
After the sale, Itera ASA holds 1,143,465 treasury shares. With the new options program, there are a total of 3,308,333 options outstanding.
The following primary insiders are purchasers of shares or have been granted options:
Bent Hammer, CFO:
- Purchase of 2,438 shares with a 3-year sales restriction at a price of NOK 9.50/share
- Grant of 75,000 options
New holdings are 569,131 shares and 275,000 options.
Jon Erik Høgberg, COO:
- Purchase of 50,000 shares with a 3-year sales restriction at a price of NOK 9.50/share
New holding is 1,247,356 shares
Anine Ragnif, COO Norway:
- Purchase of 2,632 shares with a 3-year sales restriction at a price of NOK 9.50/share
- Grant of 50,000 options.
New holdings are 63,519 shares and 250,000 options.
Mette Mowinckel, CHRO:
- Purchase of 21,053 shares with a 3-year sales restriction at a price of NOK 9.50/share
New holdings are 112,964 shares and 100,000 options.
Joachim Trøbråten, employee-elected board member
- Grant of 50,000 options.
New holdings are 2,317 shares and 183,333 options.
Odd Khalifi, Observer to the Board:
- Purchase of 4,737 shares with a 3-year sales restriction at a price of NOK 9.50/share
- Grant of 17,500 options
New holdings are 128,169 shares and 167,500 options.
Tom Kr. Foosnæs, deputy to the Board:
- Purchase of 30,000 shares with a 3-year sales restriction at a price of NOK 9.50/share
New holding is 59,685 shares.
Helene Dahl Jørum, deputy to the board:
- Purchase of 2,632 shares with a 3-year sales restriction at a price of NOK 9.50/share
New holding is 7,632 shares.