Directed Share Issue by Vaahto Group Plc Oyj to Selected Investors and the Minority Shareholders of AP-Tela Oy
VAAHTO GROUP PLC OYJ STOCK EXCHANGE BULLETIN 19.4.2012 at 15.40
DIRECTED SHARE ISSUE BY VAAHTO GROUP PLC OYJ TO SELECTED INVESTORS AND THE MINORITY SHAREHOLDERS OF AP-TELA OY
The board of directors of Vaahto Group Plc Oyj (”Company”) passed resolutions concerning two separate directed share issues on April 19, 2012. The share issues are described in further detail below.
Directed share issue to selected investors
The board of directors of the Company resolved to issue 600,000 new shares in the Company to a group of selected investors (“Investor Share Issue”) in derogation from the shareholders’ pre-emptive subscription right. No shares were publicly offered or sold in connection with the Investor Share Issue.
On the basis of the negotiations conducted with the investors, it was resolved that the subscription price for the shares was 3.50 euros per share whereby the subscription price for all the shares issued pursuant to the Investor Share Issue amounted to 2,100,000 euros. The terms of the Investor Share Issue are attached to this release in Finnish.
The Company’s board of directors resolved to approve the subscriptions by the investors on April 19, 2012. The shares were considered subscribed for upon the Company’s board of directors approving the share subscriptions. According to the terms of the Investor Share Issue the share subscription price shall be paid to a bank account provided by the Company the day following the approval of the share subscriptions, at the latest.
The Company implemented the Investor Share Issue in order to enhance the Company’s capital structure and to improve its operational and financial flexibility. The funds derived from the Investor Share Issue will be used to strengthen the Company’s working capital. This will allow the subsequent use of the funds for investment and general business purposes.
Acquisition of shares of AP-Tela Oy and directed share issue to the minority shareholders of AP-Tela Oy
The Company’s board of directors also passed resolutions approving the share swap agreement signed on April 19, 2012 and implementing a directed share issue in accordance with the agreement and for the purpose of completing the share swap.
The share swap was 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 (constituting 230 shares in AP-Tela Oy) held by the minority shareholders of AP-Tela Oy, the Company issued by way of a directed share issue (“Share Swap Issue”) 317,602 new shares in the Company to the minority shareholders of AP-Tela Oy. No shares were publicly offered or sold in connection with the Share Swap Issue.
The subscription price for the shares issued pursuant to the Share Swap Issue was 3.50 euros per share which equalled the Investor Share Issue subscription price. The terms of the Share Swap Issue are attached to this release.
Pursuant to the Investor Share Issue and the Share Swap Issue the number of shares of the Company is increased to 3,903,468 shares. The 917,602 shares subscribed for pursuant to the Investor Share Issue and the Share Swap Issue correspond to approximately 23.5 per cent of all the shares of the Company and of all the votes that may be cast at the Company’s general meeting subsequent to the Investor Share Issue and the Share Swap Issue.
The new shares will carry shareholder rights as of registration with the trade register which is estimated to take place on April 23, 2012. The new shares subscribed for will be registered as book-entries with the book-entry register kept by Euroclear Finland Ltd. This is estimated to take place approximately on April 23, 2012.
The Company is applying for the new shares to be admitted to public trading on the main list of NASDAQ OMX Helsinki Ltd where also the Company’s existing shares are being traded. For the purpose of admitting the shares to public trading the Company has produced a prospectus in accordance with the Securities Markets Act which the Company has submitted to the Financial Supervisory Authority for approval. The listing prospectus applies to both the shares issued pursuant to the Investor Share Issue as well as to the shares issued pursuant to the Share Swap Issue. The Company expects the approval of the Financial Supervisory Authority to be issued approximately on April 23, 2012 after which the Company will publish the prospectus. The new shares would then be admitted to public trading approximately on April 24, 2012.
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 a directed 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.