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Decisions Made at the Extraordinary General Meeting of Vaahto Group Plc Oyj

VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE OCTOBER 30, 2015  at  16:15

DECISIONS MADE AT THE EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP PLC OYJ

The extraordinary general meeting of Vaahto Group Plc Oyj (“Vaahto”) was held on October 30, 2015. The extraordinary general meeting decided to approve the pending transaction with Uutechnic Oy (“Uutechnic”) and the share issues related to it.

Transaction and the related share issues

a)      The Extraordinary General Meeting approved the transaction in which demerged Uutechnic business operations will be acquired by Vaahto in exchange for new Vaahto shares (section c).  The transaction was also approved unanimously at the Extraordinary General Meeting by independent shareholders. Approval by independent shareholders was the condition for the waiver from Financial Supervision Authority for making a mandatory public tender offer.

b)       The Extraordinary General Meeting decided to launch a rights issue in which Vaahto will offer a maximum of 9,985,850 new shares, in accordance with the shareholders’ pre-emptive subscription right. The issue is conducted for the purpose of strengthening the company’s balance sheet and cash position, and finalizing the transaction with Uutechnic Oy. The issued shares will represent approximately 38.5% of all Vaahto’s shares and votes after the rights issue, provided that the issue is fully subscribed, or 17.8% of all Vaahto’s shares and votes after the rights issue and the directed share issue that is to be approved on the same occasion, if both of the issues are fully subscribed.

Every shareholder who on 3.11.2015 (“Record Date”), is registered as a shareholder in the list of Vaahto’s shareholders kept by Euroclear Finland Ltd will receive one (1) assignable subscription right in book-entry form per each share they hold. Eight (8) subscription rights will entitle shareholders to subscribe for five (5) new shares at a price of EUR 0.25 per share. The subscription period of the rights issue is from December 4, 2015, to December 18, 2015. Vaahto will submit the listing prospectus related to the share issues to the Financial Supervision Authority for approval. Mr Mikko Laakkonen, Mr Hannu Laakkonen or companies in their control offer to subscribe any unsubscribed shares in the rights issue.

c)       The Extraordinary General Meeting decided to launch a directed share issue in which Vaahto will offer a maximum of 30,000,000 new shares to Uutechnic shareholders or entities appointed by them.

The issued shares will represent approximately 65.3% of all Vaahto’s shares and votes after the directed share issue, provided that the issue is fully subscribed, or 53.6% of all Vaahto’s shares and votes after the directed share issue and the rights issue that is to be approved on the same occasion, if both of the issues are fully subscribed.

A deviation is made to the pre-emptive subscription right of shareholders in the directed share issue, because the deviation is required for finalizing the pending transaction and strengthening the financial position of Vaahto.

The subscription price is determined on the basis of the current market value of the Vaahto share at the time of negotiations.  The valuation of Uutechnic business operations is conducted by considering over-the-cycle average rent expense adjusted EBITDA.

Of the offered 30,000,000 new shares, 24,000,000 will be paid with shares of Uutechnic business operations company (a post demerger company) on a pro rata basis. In addition to this, a maximum of 6,000,000 new Vaahto Group shares will be offered to Uutechnic shareholders or entities appointed by shareholders in a directed share issue at a subscription price of EUR 0.25 per share. The subscription period of the directed share issue is from December 4, 2015, to January 31, 2016. Uutechnic’s major shareholders Mr Jouko Peräaho and Mr Timo Lindström or companies in their control are committed to subscribe for all the shares offered in the directed share issue.

 

Completing the Board

The Extraordinary General Meeting elected Mr Timo Lindström and Mr Jouko Peräaho as new Board members, to replace Mr Topi Karppanen and Mr Mikko Kilpinen who resigned from the Board. Members of the Board were elected for a term commencing from the date of the extraordinary general meeting and ending at the end of next annual general meeting. The members of the new Board are Mr Sami Alatalo, Mr Timo Lindström and Mr Jouko Peräaho. At its meeting on October 30, 2015, the new Board elected Mr Jouko Peräaho as chairman and Sami Alatalo as vice chairman.

Amendments to the Articles of Association

The Extraordinary General Meeting decided that the Articles of Association of Vaahto shall be amended so that the name of the company is changed to Plc Uutechnic Group Oyj and its domicile is changed to Uusikaupunki.

The conditions for the share issues are appended to this stock exchange release.

 

In Helsinki October 30, 2015

 

VAAHTO GROUP PLC OYJ

 

Board of Directors

 

Additional information:Sami Alatalo,  Group Plc Oyj

+358 40 826 2066

 

TERMS AND CONDITIONS OF THE RIGHTS ISSUE

The Extraordinary General Meeting of Vaahto Group Plc Oyj (”the Company”) decided on October 30, 2015, to issue a maximum of 9,985,850 new shares in accordance with the shareholders’ pre-emptive subscription right (“Rights issue”) under the terms and conditions presented below.

The fulfilment of the offering is based on strengthening company’s balance sheet and cash balance, as well as the transaction with Uutechnic Oy. The issued shares will represent approximately 38.5% of all of the Company’s shares and votes after the Rights Issue, provided that the issue is fully subscribed, or 17.8% of all Vaahto’s shares and votes after the Rights Issue and the Directed Share Issue that is to be approved on the same occasion, if both of the issues are fully subscribed. The subscription price is based on the company’s market share price during the negotiation period concerning the transaction and includes the discount on Vaahto’s share when compared to the share price on OMX Helsinki prior deciding upon the share offering.

This Rights Issue and the Directed Share Issue decided upon by the same general meeting make up the restructuring package presented in the stock exchange release published on October 30, 2015, requiring the full arrangement to take place as an absolute precondition. The implementation of the Rights Issue requires a decision on carrying out a directed share issue, amending the Articles of Association and electing new members of the Board of Directors.

Terms and conditions of the Rights Issue

  1. Subscription right

 

The shares will be offered to the shareholders to subscribe on a pro rata basis. Every Vaahto shareholder who is registered as a shareholder in the list of Vaahto’s shareholders kept by Euroclear Finland Ltd on the Record Date of November 3, 2015.

Every Vaahto shareholder will receive one (1) assignable subscription right (”Subscription Right”) in book-entry form per each share they hold (ISIN code FI4000178215, trading code WAT1VU0115). A shareholder or person to whom Subscription Rights have been assigned is entitled to subscribe for five (5) new shares for each eight (8) Subscription Rights by paying the share-specific subscription price. Fractions of shares cannot be subscribed for, and eight (8) Subscription Rights are required for recording every five (5) new shares. Any treasury shares held by the Company do not entitle to Subscription Rights.

Unused Subscription Rights will expire at the end of the subscription period on December 18, 2015.

Mikko Laakkonen, Hannu Laakkonen or companies in their control have undertaken to subscribe all shares that have not been subscribed for on the basis of Subscription Rights during the subscription period at a subscription price of EUR 0.25 per share.

  1. Subscription price and payment of subscription

The subscription price is EUR 0.25. The subscription price will be recorded in its entirety in the invested unrestricted equity reserve. The full subscription price must be paid in connection with the subscription as instructed by the subscription place or account operator.

  1. Subscription period

The subscription period begins at 10:00 a.m. on December 4, 2015, and ends at 5:00 p.m. on December 18, 2015. Account operators can set time limits for subscriptions expiring before the end of the Subscription Period. Subscriptions will be accepted at the subscription places [or subscription place?] during their normal business hours.

 

  1. Subscription place

FIM Sijoituspalvelut Oy’s customer service acts as the subscription venue for the stock issue during its opening hours. FIM Sijoituspalvelut Oy’s contact information: Tel. +358 (09) 6134 6250, E-mail asiakaspalvelu@fim.com

In addition, the account managers, who have made a contract with FIM Sijoituspalvelut Oy to act as intermediaries for the subscriptions, will be accepting subscription commissions.

 

  1. Subscribing Rights Issue shares with subscription rights

A holder of subscription rights can take part in the Rights Issue by subscribing shares using Subscription Rights in their book-entry account and paying the subscription price. Holders of subscription rights who does not receive instructions for subscribing may contact FIM Investment Services Ltd.

Subscribers whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.

Incomplete, incorrect, partially paid or wholly unpaid subscriptions can be rejected. In such cases, the subscription payment will be refunded to the subscriber, and no interest is paid on the refunded amount. Subscriptions are binding, and they cannot be modified or cancelled otherwise than in accordance with section 6 “Cancellation of subscriptions under certain circumstances” of terms and conditions.

 

  1. Cancellation of subscriptions under certain circumstances

In accordance with the Finnish Securities Market Act (14.12.2012/746, as amended), a mistake or inaccuracy in the offering circular or material new information appearing between the time the offering circular was approved and the time when the offer expires or trading in the securities in a regulated market begins must be disclosed to the public without undue delay by publishing a correction or supplement of the offering circular in the same way as the offering circular. Investors who have already agreed to subscribe for securities before the correction or supplement of the offering circular is published must be given the right to withdraw their subscription within no less than two (2) banking days after the supplement has been published. The cancellation right also requires that the mistake, inaccuracy or material new information referred to above has emerged before the securities have been delivered to the investors.

The Company will announce the measures related to any cancellation of subscriptions in a stock exchange release at the same time with supplementing the offering circular.

 

 

 

 

  1. Trading in the Subscription Rights

The Subscription Rights will be subject to public trading on the Helsinki Stock Exchange between December 4, 2015, at 10:00 a.m. and December 14, 2015, at 6:30 p.m. Subscription Rights may be purchased or sold by issuing a sale or purchase assignment to one’s own book-entry custodian or securities dealer.

  1. Trading in the Rights Issue shares

The shares subscribed in the Rights Issue will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN code FI4000178223, trading code WAT1VN0215) corresponding to the Rights Issue shares. The interim shares are expected to be subject to public trading as of 21.12.2015. The interim shares are expected to be combined with the existing shares of the Company (ISIN code FI0009900708) on week 53 in 2015.

  1. Fees and expenses

No transfer tax or service fees will be charged for subscribing for the offered shares. Account custodians, fiduciaries and securities dealers may charge a commission on trading the Subscription Rights in accordance with their price lists. Account custodians and fiduciaries also charge a fee for maintaining the book-entry account and safekeeping the shares in accordance with their price lists.

  1. Documents available for review

The documents referred to in chapter 5, section 21 of the Finnish Limited Liability Companies Act are available for review on the Company’s website at www.vaahto.fi/sijoittajat.

  1. Applicable law and resolution of disputes

The Rights Issue and offered shares shall be governed by the laws of Finland. Any disputes arising from the Rights Issue shall be settled by the court of jurisdiction in Finland.

  1. Unsubscribed shares

Shares not subscribed in the Rights Issue will be allocated to Mikko Laakkonen, Hannu Laakkonen or companies in their control that have underwritten the issue.  Shares issued on the basis of the underwriting shall be subscribed and paid on December 22, 2015, at the latest.

  1. Other issues

The Company has not engaged in any measures to register or validate the subscription rights, temporary shares, shares created through rights offering or the rights offering. In addition, the Company has taken no measures to offer the shares outside Finland or to offer the shares for persons whose participation in the rights offering would require actions other than stated in the Finnish law or would require additional prospectus. Legislation in some countries might present some restrictions in participating in the share offering.

The Board of Directors of the Company will decide on the acceptance of subscriptions, other issues relating to the Rights Issue and practical matters relating to them. Company’s board can make technical changes and additions to the contract terms, as well as extend the subscription period.

Mikko Laakkonen, Hannu Laakkonen and HML Finance Oy have undertaken not to assign shares subscribed by them in this share issue before December 31, 2016.

 

DIRECTED SHARE ISSUE

 

Vaahto Group Plc Oyj (“Vaahto”) will offer a maximum of 30,000,000 new shares in Vaahto (“Directed Share Issue”) to Uutechnic Oy (“Uutechnic”) shareholders and/or entities appointed by them. The issued shares will represent approximately 65.3% of all Vaahto’s shares and votes after the Directed Share Issue, provided that the issue is fully subscribed, or 53.6% of all Vaahto’s shares and votes after the Directed Share Issue and the rights issue that is to be approved on the same occasion, if both of the issues are fully subscribed.

The Directed Share Issue deviates from the pre-emptive rights of existing shareholders. The Board of Directors considers that there are weighty financial reasons for the deviation from the pre-emptive subscription right of shareholders, because the deviation is required for finalizing the pending transaction and thereby strengthening the financial position and balance sheet of the Company.

The subscription price is determined on the basis of the current market value of the Vaahto share at the time of negotiations.  The valuation of Uutechnic business operations is conducted by considering over-the-cycle average rent expense adjusted EBITDA.

This Directed Share Issue and the Rights Issue decided upon by the same general meeting make up the restructuring package presented in the stock exchange release published on [October 30, 2015], requiring the full arrangement to take place as an absolute precondition. The Directed Share Issue requires that the Rights Issue is carried out, the Articles of Association are amended and new Board members are elected.

 

TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE

  1. Subscription right

The new Vaahto shares subscribed for in kind (a total of 24,000,000 shares) will be offered to the shareholders of Uutechnic on a pro rata basis.

The remaining shares in the Directed Share Issue (a total of 6,000,000 shares) will be offered to Uutechnic shareholders or entities appointed by shareholders.

 

  1. Subscription price

The subscription price is EUR 0.25 per share. The subscription price will be recorded in its entirety in the invested unrestricted equity reserve. The full subscription price must be paid in connection with the subscription.

A maximum of 30,000,000 shares will be offered in the Directed Share Issue, of which a maximum of 24,000,000 shares will be paid in kind. The subscription in kind will comprise the entire share capital of the business operations company formed in the demerger of Uutechnic.

  1. Subscription period

The subscription period begins at 10:00 a.m. on December 4, 2015, and ends at 5:00 p.m. on January 31, 2016.

 

  1. Subscription place

FIM Sijoituspalvelut Oy’s customer service acts as the subscription venue for the stock issue during its opening hours. FIM Sijoituspalvelut Oy’s contact information: Tel. +358 (09) 6134 6250, E-mail asiakaspalvelu@fim.com

  1. Shareholder rights

The new shares will entitle their holders to full dividends distributed by the Company and other shareholder rights in the Company as of their registration with the Trade Register.

  1.  Documents available for review

The documents referred to in chapter 5, section 21 of the Finnish Limited Liability Companies Act are available for review on the Company’s website at www.vaahto.fi/sijoittajat.

  1. Applicable law and resolution of disputes

The Directed Share Issue and offered shares shall be governed by the laws of Finland. Any disputes arising from the Directed Share Issue shall be settled by the court of jurisdiction in Finland.

  1. Other issues

The Board of Directors of the Company will decide on the acceptance of subscriptions, other issues relating to the Directed Share Issue and practical matters relating to them. Company’s board may make technical changes and additions to the contract terms, as well as extend the subscription period.

Uutechnic’s majority shareholders Timo Lindström and Jouko Peräaho have undertaken not to assign shares subscribed by them in this share issue before December 31, 2016.