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Vaahto Group has Agreed on a Conditional Financing Arrangement with Respect to the Planned Corporate Transaction with Uutechnic Oy

VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE 28 OCTOBER 2015

VAAHTO GROUP HAS AGREED ON A CONDITIONAL FINANCING ARRANGEMENT WITH RESPECT TO THE PLANNED CORPORATE TRANSACTION WITH UUTECHNIC OY VAAHTO GROUP HAS AGREED ON A CONDITIONAL FINANCING ARRANGEMENT INCLUDING DEBT FORGIVENESS, REFINANCING OF LOANS AND NEW WORKING CAPITAL FUNDS WITH ITS CURRENT FINANCIERS AND A NEW FINANCIER WITH RESPECT TO THE PLANNED CORPORATE TRANSACTION WITH UUTECHNIC OY

Vaahto Group has agreed with its key current financiers and a new financier on an arrangement aiming to refinance the Group and to strengthen the financial position of the Group. The arrangement includes debt forgiveness, refinancing of loans and new working capital funds. The financing arrangement is one of the prerequisites for finalizing the pending transaction, which was announced on September 3, 2015.

The Group’s parent company’s and Japrotek Oy Ab’s key current financiers have, in total, approximately EUR 5.4 million of promissory note and subordinated loan receivables. According to the agreement, the financiers in question have undertaken to forgive and to give up the promissory note and subordinated loan capitals in question against a lump sum payment of EUR 2 million. Other prerequisites for the arrangement are the payment of any interest accrued on the said promissory note and subordinated loan receivables up to the date of the arrangement and any other expenses related to the liabilities, as well as the payment/release of, or securing by way of collateral approved by the financiers, all of the said financiers’ other receivables, which primarily consist of bank guarantees related to the Group’s business. The finalized arrangement will have a significant effect on the Group’s balance sheet and financial position.

In connection with the financial arrangement and pending transaction described above, Vaahto Group has negotiated the Group’s refinancing with a new financier. As a result of the negotiations, the company has received from the new financier a binding financing offer which will enable the above-mentioned lump sum payment of EUR 2 million towards the Group’s current financiers’ promissory notes and subordinated loans, as well as the refinancing of any other receivables. Additionally, the financing offer includes new working capital funding that will further strengthen the Group’s financial position. The new financier’s financing offer is subject to finalization of the pending transaction as planned, announced on September 3, 2015, as well as of any related holding arrangements.

The company has called an Extraordinary General Meeting for October 30, 2015, to address matters related to the pending transaction between Vaahto Group and Uutechnic Oy. Also Uutechnic Oy’s Extraordinary General Meeting shall be held at the same day to address the matters related to the transaction. If the General Meetings approve the pending transaction as expressed in the invitation to the Extraordinary General Meeting of Vaahto Group, the financing arrangements described in this bulletin are estimated to be finalized in November 2015.

In Helsinki October 28, 2015

 

VAAHTO GROUP PLC OYJ

 

Board of Directors

 

Additional information:Sami Alatalo, Chairman of the Board of Directors of Vaahto Group Plc Oyj

+358 40 826 2066