NKT Holding issues share warrants

NASDAQ OMX Copenhagen Nikolaj Plads 6DK-1007 Copenhagen K17 December 2009Release No. 17NKT Holding issues share warrantsWith reference to authorization granted at the Company's general meeting on 10April 2008 (Article 3 B of the Articles of Association) the Board of Directorsof NKT Holding A/S has at its meeting on 23 November 2009 decided to grant80,000 share warrants to the management and employees of NKT Holding A/S. Theissuance also takes place in accordance with the remuneration policy approvedby the general meeting in April 2008. Recipients, exercise periods and subscription priceThe warrants have been issued to a total of 24 persons at NKT Holding A/S:60,400 to the management (3 persons), 12,100 to senior executives (6 persons)and 7,500 to other employees (15 persons). Warrants and options will not beissued to the Board of Directors of NKT Holding A/S. The warrants may be exercised during a two-week period following publication ofthe annual financial statements in the years 2013, 2014 and 2015, respectively. Each warrant conveys the right to subscribe for one share of nominally 20 DKKat a subscription price of 289.29 DKK that is based on the average NKT shareprice for the period 24 November - 11 December 2009, plus an annual hurdle rateof 8% - corresponding to the internal WACC (Weighted Average Cost of Capital) -and minus dividends paid to the shareholders until the time of exercise.Accordingly, the subscription price per share of nominally 20 DKK beforededuction of dividends shall be 364.42 DKK, 393.57 DKK and 425.06 DKK, respectively, depending on whetherexercise takes place in 2013, 2014 or 2015. PurposeThe purpose of the allocation of warrants is to create a link between theefforts of employees and the company's long-term value creation. Conditions for exerciseThe principal condition for exercise of the warrants is that the warrantholderhas not terminated his/her employment with the company prior to 23 November2012. If the warrantholder is given notice of employment termination by thecompany for any reason except misconduct, the employee shall be entitled toretain and exercise his/her warrants. The warrants are taxable under Section 7 H of the Danish Tax Assessment Act andthe Company's auditors have been requested to certify that the warrants complywith the conditions therefore. The terms governing the warrants are further described in the enclosed ExhibitI, which contains the full text of the amendments made to the Company'sArticles of Association by virtue of the warrant allocation. Market valueAs described above, the exercise price for the warrants is based on a shareprice of 289.29 DKK plus an annual hurdle rate of 8% and minus yearly dividendsuntil the time of exercise. Based on a price per share of 289.29 DKK and including the expected dividendpayments during the term of the warrant, the value of the allocated warrants iscalculated using the Black-Scholes formula as 5.1 mDKK assuming that the sharewarrants are exercised at the earliest possible time. The calculation assumesvolatility of 34% and an interest rate of 5% per annum. The value of the warrants constitutes an average of 20% of the annual salaryexpenditure relating to the persons allocated warrants.  Further informationPlease address questions regarding the above to the undersigned on telephone+45 4348 2000. Yours faithfully,NKT Holding A/S,Thomas Hofman-Bang,President and CEO Exhibit: Exhibit I - Issue and grant of warrants 23 November 2009 EXHIBIT IIssue and grant of warrants 23 November 2009With reference to the articles of association art. 3 B sec. 3 and 3 B VIII theboard of directors has on 23 November 2009 decided to issue and grant warrantsto the employees of the company on the following terms and conditions: The warrants may be wholly or partly exercised to subscribe for shares twoweeks after the publication of the company's statement of annual accountsduring each of the years 2013, 2014 and 2015 (hereinafter referred to as "theperiod of exercise"). This means that the warrants may be exercised for thefirst time for the subscription of shares in 2013 in the period from thepublication of the preliminary statement of annual accounts for 2012 and twoweeks onwards. The warrants may not be exercised for subscription of sharesoutside a period of exercise. After the expiry of the last period of exercise -i.e. in 2015, two weeks after the publication of the statement of annualaccounts for 2014 - non-exercised warrants shall automatically lapse withoutnotice and without compensation. The period of exercise may be changed solelyby the Board of Directors, if required, in order to observe stock exchangerules, including prohibition against insider trading, in force at the time ofexercise. The warrants only entitle the holder to subscribe for shares in onetransaction. Partial exercise of a warrant for subscription of shares shalltherefore result in a lapse of the remaining part of the warrant. The subscription price per share of nominally 20 DKK is set as a fixedsubscription price less any dividend approved by the general meeting of thecompany during the period from 23 November 2009 up to and including the date ofthe general meeting which is held immediately prior to the warrantholder'sexercise of the warrant and registration of the newly subscribed shares, cf.below. If newly subscribed shares convey entitlement to dividend at thecompany's general meeting during the year in which the warrant is exercised, noreduction in the subscription price shall be effected for dividend paid duringthe relevant year. The fixed subscription price per share of nominally 20 DKK is set as (i) 364.42DKK if subscription is effected in 2013, (ii) DKK 393.57 if subscription iseffected in 2014, and (iii) 425.06 DKK if subscription is effected in 2015. If,for example, a fixed yearly dividend of 10 DKK per share of nominally 20 DKK ispaid during the period up to 2015, the subscription price shall be adjustedaccordingly to 375.06 DKK in case of subscription in 2015, providedregistration of the new shares is effected prior to the company's generalmeeting in the relevant year with entitlement to dividend. The warrants are further subject to the terms and conditions set out in ExhibitA, although the dates mentioned under section 2 shall be 23 November 2012.