NKT Holding issues share warrants

NASDAQ OMX Copenhagen
Nikolaj Plads 6
DK-1007 Copenhagen K
 

4 January 2013
Release No. 1

With reference to authorisation granted at the Company’s general meeting on 23 March 2011 (Article 3 B of the Articles of Association) the Board of Directors of NKT Holding A/S has decided to grant 242,000 share warrants to the management and employees of NKT Holding A/S. The issuance also takes place in accordance with the remuneration policy approved by the general meeting in March 2011.

Recipients, exercise periods and subscription price

The warrants have been issued to a total of 23 persons at NKT Holding A/S: 186,800 to the management, 29,700 to senior executives  and 25,500 to other employees. Warrants and options will not be issued to the Board of Directors of NKT Holding A/S.

The warrants may be exercised during a two-week period following publication of the annual financial statements in the years 2016, 2017 and 2018, respectively and during a two-week period following publication of the half-year report in the years 2016 and 2017, respectively.

Each warrant conveys the right to subscribe for one share of nominally 20 DKK at a fixed subscription price of 231.28 DKK. The subscription price is adjusted for dividends paid to the shareholders until the time of exercise.

Purpose

The purpose of the allocation of warrants is to create a link between the efforts of employees and the company's long-term value creation.

Conditions for exercise

The principal condition for exercise of the warrants is that the employee has not terminated his/her employment with the company prior to 4 January 2016. If the employee is given notice of employment termination by the company for any reason except misconduct, the employee is entitled to retain and exercise his/her warrants.

Allocated warrants are covered by the rules of taxes under section 28 of the Danish Tax Act and are taxable as normal taxable income.

The terms governing the warrants are further described in the enclosed Exhibit I. The full text of the amendments made to the Company's Articles of Association by virtue of the warrant allocation is contained in the attached Articles of Association.

Market value

The subscription price is set on the basis of the average NKT share price for a four week period after the latest financial statement plus an annual hurdle rate of 8% for each of the years 2013, 2014 and 2015. Based on a price per share of 231.28 DKK and including the expected dividend payments during the term of the warrant, the value of the allocated warrants is calculated using the Black-Scholes formula as 5 mDKK assuming that the share warrants are exercised at the earliest possible time. The calculation assumes volatility of 30% and a risk-free interest rate of 0.8%.

The value of the warrants constitutes an average of 18% of the annual salary expenditure relating to the persons who are granted warrants.
 
Further information

Please 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
Exhibit II - Amendments to the Articles of Association in connection with issue and grant of warrants