Acquisition of the Shares in AP-Tela Oy
VAAHTO GROUP PLC OYJ STOCK EXCHANGE BULLETIN 19.4.2012 at 9.50
ACQUISITION OF THE SHARES IN AP-TELA OY
As a result of negotiations with the minority shareholders of AP-Tela Oy, the subsidiary of Vaahto Group Plc Oyj (”Company”), the Company has decided to acquire the remaining shares in AP-Tela Oy from the minority shareholders. It has been decided to carry out the acquisition by means of a share swap. Today the Company and the minority shareholders of AP-Tela Oy have signed a share swap agreement relating to the arrangement. According to the agreement, the share swap will be implemented in accordance with Section 52 f of the Business Income Tax Act whereby, as consideration for the 47.92 per cent shareholding in AP-Tela Oy held by the minority shareholders of AP-Tela Oy, the Company will issue as a directed share issue of 317,602 new shares in the Company to be subscribed for by the minority shareholders of AP-Tela Oy. The total subscription price for the new shares equals the equity of AP-Tela Oy as shown on AP-Tela Oy’s financial statements for the year ended August 31, 2011 which amounts to approximately 1,111,600 euros. It is a condition precedent to the completion of the share swap that the Company’s board of directors passes a resolution concerning the aforementioned share issue not later than May 31, 2012. The acquisition of the shares in AP-Tela Oy simplifies the Company’s group structure and enhances the efficiency of the Company’s operations.
Lahti, April 19, 2012
VAAHTO GROUP PLC OYJ
Board of Directors
acting CEO, Vaahto Group Plc Oyj
tel. +358 400 127664
NASDAQ OMX Helsinki Ltd
This announcement does not constitute a direct or indirect offer or solicitation to subscribe for or purchase shares through the share issue or otherwise. There have been no measures whatsoever undertaken in respect of the registration of the shares except in Finland. Accordingly, the shares have not been registered and they will not be registered under the Unites States Securities Act of 1933 (as amended, the “Securities Act”) or under the securities legislation of any state of the United States, and may not be offered or sold directly or indirectly in the United States (as provided under Regulation S) unless pursuant to registration, or pursuant to an exemption from the registration requirements under the Securities Act, and in accordance with the applicable state securities laws of the United States.
This announcement is not for release, publication or distribution, directly or indirectly, in whole or in part, in the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction where local laws or regulations may prescribe restrictions on such release or distribution.