TransContainer execs purchase shares at 30% discount
MOSCOW. Nov 29 (Interfax) - Executives at TransContainer purchased shares under the option program at a discount of roughly 30% to the market price, the rail freight operator said in its IFRS results for January-September.
"During the nine-month period ending September 30, 2013, 6,696 options in respect of shares were exercised, the weighted average exercise price was 2,721 rubles and the weighted average share price at the date of exercise was 3,894 rubles," the report says.
In 2012, options on 36,548 shares were exercised at a weighted average exercise price of 2,562 rubles each and a weighted average share price of 3,680 rubles at the date of exercise, the company said in its 2012 IFRS report. No options were exercised in 2011.
In total, eligible employees exercised options on 43,244 shares out of the 208,421 shares (1.5% of charter capital) that TransContainer acquired for the options program. That is, options on just over 20% of the available shares have been exercised.
The TransContainer board of directors approved the options program for 22 executives in October 2010 in the runup to its IPO. The shares became available on May 20, 2011. Options on up to 25% of the shares can be exercised each year, running to June 2016. Each year of service increases the amount of options a manager receives. "The option exercise price is 2,464 rubles plus a share of the expense of realization [of the option]," the report says.
The options a manager has available are specified in individual agreements as determined by the board of directors. The agreements also spell out the instances when options are forfeited, such as failure to meet the terms of one's labor contract.
A subsidiary, TransContainer Finance (formerly Prostor Invest Group LLC), purchased the 1.5% of shares using a five-year loan from TrustUnion Asset Management LLC, part of the Blagosostoyanie nongovernmental pension fund, totaling 503 million rubles at 9.5% annual interest. It paid 513.6 million rubles for the shares during the TransContainer IPO in November 2010: they had previously been on the balance sheet of Russian Railways (RZD) .
