Marine Harvest ASA : REPURCHASE OF SHARES IN CONNECTION WITH MARINE HARVEST'S
SENIOR EXECUTIVE SHARE PRICE BASED BONUS SCHEME AND ADOPTION OF A NEW SHARE
OPTION SCHEME FOR SENIOR EXECUTIVES - ALLOCATION OF OPTIONS 2012/13
Repurchase of shares and settlement of 2010 allotments under the senior
executive share price based bonus scheme which was terminated by the end of
On 21 August 2013, Marine Harvest ASA ("Marine Harvest") purchased 3,669,797
own shares (the "Shares") in the market at an average price of NOK 5.8967 per
share. The Shares were purchased for resale to 51 senior executives (the
"Participants") who took part in the 2010 allotment under the Marine Harvest
Share Price Based Bonus Scheme ("Scheme").
The Participants are being paid a cash bonus corresponding to the positive
difference between the base value of the units allotted in 2010 and the volume
weighted average share price of the Marine Harvest shares on 19 April 2013,
being NOK 5.9743 (the "VWAP") multiplied with the number of units (the
"Bonus"). Full adjustment for dividend payments from Marine Harvest, from the
date of allotment to the date of maturity, is taken into account when
calculating the Bonus for each Participant (in accordance with the Oslo Stock
Exchange Derivative Rules (A.2.2.8 (1)b)). Furthermore, the bonus is limited
to two year's salary.
The Participants are required to use the Bonus after deduction for income tax,
to acquire shares in Marine Harvest at a price per share corresponding to the
VWAP. To effect such settlement Marine Harvest acquired the Shares and resold
them to the Participants on 21 August 2013 at a price corresponding to the
VWAP. Marine Harvest has been prevented from settling the bonus earlier due to
the price sensitive character of the Cermaq-process and the second quarter
2013 interim report. The Scheme is further described in Note 13 of the annual
report of Marine Harvest available at www.marineharvest.com. Following the
resale of the Shares Marine Harvest holds 409 698 own shares. The number of
shares purchased by each primary insider is set out below.
The new share option scheme for senior executives - Allocation of options
In the principles applicable to the determination of salary and other
remuneration to the senior executives in the Marine Harvest Group presented by
the board to this year's general meeting it was disclosed that the share price
based bonus system which was included in this group's total remuneration
package had been terminated at the end of 2011.
The board decided, when the program was terminated, to substitute it with a
comparable scheme based on annual allocation of ordinary options. Further, it
was decided to allocate options under the new scheme retroactively as soon as
all consequences had been analysed and found acceptable.
The board has, today, approved of a new scheme and the documentation for the
The scheme is based on annual allocations of a number of European call options
with a strike price of 107.5 per cent of the share price of Marine Harvest's
shares at the date of allocation. The options have a term of 4 years but will
become exercisable immediately if a mandatory bid is made for all of the
shares in Marine Harvest or if Marine Harvest is the non-surviving entity in a
merger with another company.
If the holder of the options exercises the options, the company may settle its
obligation through the issue of new shares or, alternatively, by selling
treasury shares to the option holder. There will be no lock-up obligation on
the shares the option holder receives through the exercise of the option.
The exercise of the option is conditional upon the option holder being
employed in a non-terminated position in the Marine Harvest Group at the date
The number of shares and the strike price will be adjusted for dividends and
changes in the equity capital during the term of the option according to the
Oslo Stock Exchange's derivative rules. Total profit through the exercise of
the option in a year is kept at two years' salary for the option holder. If
the profit exceeds this limit, the number of shares to be issued will be
reduced accordingly. The scheme assumes that the board, in March each year,
will decide on an allocation of options to the individuals qualified to
participate in the scheme.
The board has furthermore decided to allocate 15.5 mill. options with
retroactive effect to 20 March, 2012. The strike price for these is NOK 3.49
per share. The date of exercise is 21 March, 2016.
Further, the board has decided to allocate 15.2 mill. options with retroactive
effect to 21March 2013. The strike price for these is NOK 5.64 per share. The
exercise date is 21March 2017.
^________ o 0 o ^________
The following primary insiders in the company have purchased shares and
received options according to the above and have, following this, the
following shares and options in the company:
Name Shares Total number of Options Options
acquired on 21 Shares owned granted for granted for
August 2013 2012 2013
Alf-Helge Aarskog (CEO) 783,355 1,039,264 5,000,000 5,000,000
Ivan Vindheim (CFO) 3,018 1,000,000 1,000,000
Marit Solberg (COO 143,130 388,837 1,000,000 1,000,000
Ola Brattvoll (COO 3,018 1,000,000 1,000,000
Sales and Marketing)
Ben Hadfield (COO 49,473 49,473 400,000
Øyvind Oaland (Global 77,788 158,238 400,000
Director R&D and
Anne Lorgen Riise 400,000
(Group Director HR)
Henrik Heiberg (VP 38,894 225,253 500,000 400,000
Finance & Treasury)
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: Marine Harvest ASA via Thomson Reuters ONE
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