ROBIT PLC COMPANY RELEASE 20 APRIL 2017 AT 1.00 P.M.
ROBIT PLC'S EXTRAORDINARY GENERAL MEETING AUTHORISED THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF OWN SHARES AND ON THE COMPANY'S SHARE ISSUE
Robit Plc's Extraordinary General Meeting held today 20 April 2017 made the following key resolutions. A full description of the resolutions will be available in the minutes of the general meeting on Robit Plc's website at http://www.robit.fi/investors/general-meeting/ by 4 May 2017 at the latest.
Authorising the Board of Directors to decide on the acquisition of the Company's own shares
The Extraordinary General Meeting resolved to authorise the Board of Directors to decide on the acquisition of a maximum of 1,608,390 own shares, in one or several tranches, using the Company's unrestricted shareholder's equity. The maximum number of shares to be acquired equals to approximately 10% of all shares in the Company at the date of the notice to the EGM. However, the Company, together with its subsidiary companies, may not at any point own more than 10% of all the shares in the Company. Own shares may be purchased under the authorisation using only the unrestricted shareholders' equity.
The shares are acquired otherwise than in proportion to the share ownership of the shareholders in public trading arranged by Nasdaq Helsinki Ltd at the market price on the date of the acquisition or otherwise at a price formed on the market. The Company's own shares may be acquired, for instance, to carry out possible corporate transactions or as part of share-based incentive systems, or for other purposes as decided by the Board of Directors, as well as otherwise for further transfer, retention or cancellation. The Board of Directors is authorised to decide on all other terms and conditions regarding the acquisition of the Company's own shares.
The Extraordinary General Meeting resolved that this authorisation cancels the authorisation granted by the Annual General Meeting on 18 March 2016 to decide on the acquisition of own shares.
The authorisation is in force until the end of the following Annual General Meeting, however not longer than until 30 June 2018.
Authorising the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The Board of Directors resolved to authorise the Board of Directors to decide on the issuance of shares and special rights entitling to shares referred to in chapter 10, section 1 of the Limited Liability Companies Act, in one or more tranches, either against or without consideration.
The number of shares to be issued, including the shares to be issued on the basis of special rights, may not exceed 7,000,000, which equals to approximately 43.5% of all the shares in the Company at the date of the notice to the EGM. The Board of Directors may decide to issue either new shares or to transfer any own shares held by the Company.
The authorisation entitles the Board of Directors to decide on all terms of the share issue and transfer of special rights entitling to shares, including the right to deviate from the shareholders' pre-emptive right. The authorisation may be used to finance the Company's growth, as consideration in corporate transactions, as part of the Company's incentive systems, or for other purposes as decided by the Board of Directors.
The authorisation remains in force for five years from the end of the Extraordinary General Meeting. This authorisation cancels any previous unused authorisations to decide on the share issue and issuance of options or other special rights entitling to shares.
ROBIT PLC
Board of Directors
Additional information:
Harri Sjöholm, Chairman of the Board of Directors
+358 400 622 092
harri.sjoholm@robit.fi
Skandinaviska Enskilda Banken AB (publ), Helsinki branch acts as the Company's Certified Advisor.
Tel. +358 9 616 28 101
Robit is a strongly internationalized growth company selling and servicing global customers in drilling consumables for applications in mining, construction and contracting, tunneling and well drilling. The company's offering is divided into three product and service ranges: Top Hammer and Down-the-Hole products as well as Digital Services. Robit has 21 own sales and service points as well as active sales networks in 115 countries. The manufacturing units are located in Finland, South Korea, Australia, UK and USA. The company is listed on Nasdaq Helsinki Ltd's First North Finland marketplace with trading code ROBIT. For more information, see www.robitgroup.com.
Distribution:
Nasdaq Helsinki Ltd
Key media
www.robitgroup.com