Invitation to the Extraordinary General Meeting of Vaahto Group Plc Oyj
VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE 9 OCTOBER 2015 at 16:00
INVITATION TO EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP PLC OYJ
Vaahto Group Plc Oyj shareholders are hereby notified that the Extraordinary General Meeting will be held on Friday, October 30, 2015, starting at 13.00 at Hotel Scandic Marski, Mannerheimintie 10, Helsinki.
A. BUSINESS OF THE EXTRAORDINARY GENERAL MEETING
The agenda of the Extraordinary General Meeting is as follows:
1. Opening of the meeting
2. Calling of the meeting to order
3. Election of the persons to confirm the minutes and to supervise the counting of votes
4. Recording of the legal convening of the meeting and establishment of a quorum
5. Recording of the attendance at the meeting and adoption of the list of votes
6. Decisions regarding pending transaction and related share issues
The Board proposes that the Extraordinary General Meeting shall decide on finalizing of pending transaction (“Pending Transaction”) between Vaahto Group Plc Oyj (“Vaahto”) and Uutechnic (“Uutechnic”) and related two share issues. After finalizing the Pending Transaction, the shareholders of Uutechnic shall own over 50% of Vaahto’s shares.
Finalizing the Pending Transaction is conditional to terms and conditions included in the transaction agreement signed on September 3, 2015 and other conditions described in Vaahto’s stock exchange release published on September 3, 2015. Finalizing the Pending Transaction requires Extraordinary General Meeting‘s approval of all the following matters:
a) The Board proposes that the Extraordinary General Meeting shall approve the Pending Transaction in which demerged Uutechnic business operations will be acquired by Vaahto in exchange for new Vaahto shares (section c). The conditional transaction agreement is announced and described in Vaahto’s Stock Exchange Release published on September 3, 2015. The parties of agreement are seeking for waiver from Financial Supervision Authority for making mandatory public tender offer.
b) In a rights issue related to the Pending Transaction, Vaahto will offer a maximum of 9,985,850 new shares in the Rights Issue in accordance with the shareholders’ pre-emptive subscription right. Each eight (8) shares will entitle shareholders to subscribe for five (5) new shares at a price of EUR 0.25 per share. Mr Mikko Laakkonen, Mr Hannu Laakkonen or companies in their control offer to subscribe all unsubscribed new shares as agreed in the transaction agreement signed on September 3, 2015.
c) In a directed share issue Vaahto will offer a maximum of 30,000,000 new shares to Uutechnic shareholders. 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 pro rata basis. The subscription price in the directed share issue will be EUR 0.25 which implies EUR 6m value for Uutechnic business operations. The rest 6,000,000 new shares will be offered to Uutechnic shareholders or entities appointed by shareholders. The subscription price for these 6,000,000 shares is EUR 0.25 per share and the subscription will be paid in cash. According to the Board, there is a weighty financial reason for the deviation from the pre-emptive subscription right as the directed share issue is required for finalizing the Pending Transaction and strengthening the financial position of Vaahto. The subscription price is determined based on current market value of Vaahto share at the time of negotiations. The valuation of Uutechnic business operations is conducted by considering over-the-cycle average EBITDA (4.9 x rent expense adjusted average EBITDA 2011-2015E). According to transaction agreement signed on September 3, 2015 Uutechnic’s major shareholders Jouko Peräaho and Timo Lindström or entities appointed by them are committed to subscribe all the shares offered in the directed share issue.
Information on Uutechnic Oy
Uutechnic was founded in 1993, with its headquarters in Uusikaupunki. Uutechnic operates worldwide with more than 50% of its delivery volume (in euros) being exported since 2000. Since its inception, the company has operated profitably with an average operating profit percentage of 31.7% in 2008–2014, and sales of 5.25 million euros on average. Due to the revenue recognition method applied as well as the economic situation, the sales figure has varied from year to year.
In its business operations, Uutechnic specializes in demanding mixing technology. Its main products include large and demanding top entry agitator solutions and side entry agitators that are designed and manufactured according to the particular requirements of each client and process. Uutechnic’s client industries range from the hydrometallurgical industry to mining, pulp and paper, fertilizer and other chemical industries.
Uutechnic Oy – Financial Information
| Income Statement, EUR 1000 |
2015E |
2014 |
2013 |
2012 |
2011 |
| Revenue |
3 700 |
2 294 |
3 453 |
7 868 |
6 053 |
| Gross profit |
1 307 |
2 069 |
3 723 |
3 267 |
|
| EBITDA |
1 100 |
219 |
893 |
2 358 |
2 409 |
| EBIT |
|
125 |
778 |
2 249 |
2 306 |
| Financial income |
|
199 |
46 |
134 |
0 |
| Financial expenses |
|
0 |
11 |
5 |
23 |
| Earnings before taxes |
|
324 |
813 |
2 378 |
2 283 |
| Tax expenses |
|
45 |
197 |
581 |
636 |
| Earnings |
|
279 |
596 |
1 668 |
1 644 |
| Assets, EUR 1000 |
2014 |
||||
| Intangible assets |
11 |
||||
| Tangible assets |
693 |
||||
| Long term investments |
1 |
||||
| Inventories |
219 |
||||
| Current assets |
280 |
||||
| Financial investments |
4023 |
||||
| Cash & cash equivalents |
587 |
||||
| Total assets |
5813 |
||||
| Equity & Liabilities, EUR 1000 |
2014 |
||||
| Total equity |
5524 |
||||
| Provisions |
23 |
||||
| Long term liabilities |
0 |
||||
| Current liabilities |
266 |
||||
| Total Liabilities |
266 |
||||
| Total equity and liabilities |
5813 |
- Uutechnic Oy will demerge into two companies before the contemplated transaction. Real estate assets and financial investments will be transferred to a separate company than the business operations in matter. The company that owns real estate assets and financial investments after the demerger will not be acquired by Vaahto Group. The equity balance of the company to be acquired by Vaahto Group at the moment of demerger is estimated to be ca EUR 400k.
- Uutechnic Oy has recognized revenue at delivery instead of percentage of completion method.
- Additional information on Uutechnic: www.uutechnic.fi
7. Completing the Board
The members of the Board, Mr Topi Karppanen and Mr Mikko Kilpinen have announced their resignation that being conditional to finalizing the Pending Transaction. As a result, the shareholders holding over 50% of shares and votes are proposing the EGM that Mr Jouko Peräaho and Mr Timo Lindström shall be elected as new Board members. Members of the Board are elected for a term commencing from the date of extraordinary general meeting and ending at the end of next annual general meeting. The proposed new Board members have given their consent to the proposal.
8. Amendments to the Articles of Association
The board proposes that the Articles of Association of Vaahto shall be amended so that the name of the company is changed to Plc Uutechnic Oyj and domicile is changed to Uusikaupunki.
B. EXTRAORDINARY GENERAL MEETING DOCUMENTS
The aforementioned draft resolutions, which are on the agenda of the Extraordinary General Meeting, and this summons to the Extraordinary General Meeting, Vaahto Group Plc Oyj’s annual report, including the company’s financial statements, consolidated financial statements, review by the Board, and auditor’s report, Interim report 1.1.-30.6.2015 and Board’s review on events after the interim period are available on Vaahto Group Plc Oyj’s Web site at www.vaahto.fi. The draft resolutions will be available also at the Extraordinary General Meeting, and copies of the draft resolutions and this summons will be sent to the shareholders upon request.
The minutes of the Extraordinary General Meeting will be available for inspection on the aforementioned Web site on November 13, 2015.
C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Every shareholder who on October 20, 2015, is registered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd. has the right to participate in the Extraordinary General Meeting. Every shareholder whose shares have been registered in his or her personal book-entry account is registered in the company’s share register.
All shareholders who wish to participate in the Extraordinary General Meeting must register no later than on October 23, 2015, before 4:00 pm. One may register for the Extraordinary General Meeting in any of the following ways:
a) by placing a telephone call to +358 400 613896;
c) by sending a letter to the address Vaahto Group Plc Oyj, Pohjantie 9, 68601 Pietarsaari, Finland – registration by letter must arrive before the registration deadline mentioned above.
The registration must include the name, identity code, address, and telephone number of the shareholder, as well as the name of the assistant, if any. Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used only in connection with the Extraordinary General Meeting and related, necessary registrations.
In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder attending the Extraordinary General Meeting has the right to ask questions about the matters to be addressed at the meeting.
2. Use of a representative and proxy
Shareholders may participate in the Extraordinary General Meeting and exercise their rights there by proxy. The shareholders’ representatives must present a dated proxy form, or they must show in some other reliable manner that they are entitled to represent the shareholder.
If a shareholder has shares in multiple book-entry accounts, that shareholder may participate in the Extraordinary General Meeting by means of more than one proxy such that the representatives represent the shareholder with different shares in the book-entry accounts. In this case, the shares on whose basis each representative represents the shareholder must be declared upon registration.
We request that you submit any proxy forms, as originals, to the address Vaahto Group Plc Oyj, Pohjantie 9, 68601 Pietarsaari, Finland, before the end of the registration period.
3. Owners of nominee-registered shares
Any shareholders whose shares are nominee-registered and who wish to participate in the Extraordinary General Meeting must register temporarily in the company’s share register for participation in the Extraordinary General Meeting. The owner of a nominee-registered share may participate in the Extraordinary General Meeting if he or she is registered in the share register on the basis of share ownership on the Extraordinary General Meeting’s record date October 20, 2015. Notification concerning temporary registration must be made no later than on October 27, 2015, before 10:00 am. The registration of the owner of a nominee-registered share in the company’s share register for temporary registration is regarded as registration for the Extraordinary General Meeting. Owners of nominee-registered shares are requested to ask their asset manager for the necessary instructions for registration in the share register, issuing of proxies, and registration for the Extraordinary General Meeting.
4. Other information
On the date of the summons, October 9, 2015 the company has, in total, 15,977,360 shares, conferring, in total, 15,977,360 votes.
In Helsinki October 9, 2015
VAAHTO GROUP PLC OYJ
Board of Directors
Additional information:
Sami Alatalo, chairman of the board, Vaahto Group Plc Oyj +358 40 826 2066
Kalle Rasinmäki, CEO of Vaahto Group Plc Oyj, +358 40 566 4250