The Financial Supervisory Authority (FIN-FSA) has Granted Exemption from the Obligation to Launch Mandatory Public Tender Offer Concerning Vaahto Group Plc Oyj’s Shares
VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE 20 OCTOBER 2015 at 16:10
THE FINANCIAL SUPERVISORY AUTHORITY (FIN-FSA) HAS GRANTED EXEMPTION FROM THE OBLIGATION TO LAUNCH MANDATORY PUBLIC TENDER OFFER CONCERNING VAAHTO GROUP PLC OYJ’S SHARES
Mikko Laakkonen, Hannu Laakkonen, HML Finance Oy, Jouko Peräaho, Jonni Peräaho, Timo Lindström, Ilona Lindström, and Risto Lindström and Uutechnic Oy have applied to the Financial Supervisory Authority (FIN-FSA) for exemption from the obligation, pursuant to Chapter 11, Section 19 of the Securities Markets Act, to launch a mandatory public tender offer concerning Vaahto Group PLC Oyj’s shares (hereinafter “the Company”).
On 20 October 2015, the Financial Supervisory Authority granted the applicants exemption from the obligation, pursuant to Chapter 11, Section 26 of the Securities Markets Act, to launch a mandatory public tender offer. The exemption is subject to the conditions set out below. The obligation to launch a mandatory public tender offer is connected with the pending corporate transaction between the Company and Uutechnic Oy, as well as with the related share issues, which the Company announced on September 3, 2015. Once the pending transaction is finalized, the applicants’ total proportion of voting rights and shares in the Company shall not exceed 85.92%. The obligation to launch a mandatory public tender offer would arise on the basis of acting in concert. Additionally, Mikko Laakkonen, Hannu Laakkonen, and HML Finance Oy have been granted exemption from the obligation to launch a mandatory public tender offer, which could otherwise arise from the underwriting of an issue of shares with pre-emptive subscription rights. The exemptions apply to cases wherein both the threshold of 30% and the 50% threshold for the obligation to launch a mandatory public tender offer are exceeded.
A precondition for an exemption related to acting in concert is that as long as the acting in concert of the applicants continues, the applicants or other persons acting in concert do not, after the threshold for the obligation to launch a bid has been exceeded, acquire or subscribe for shares in the Company or otherwise raise their proportion of voting rights in the Company. The restriction does not apply to share purchases carried out within the underlying transaction.
A precondition for the entry into force of the exemption is that shareholders who are independent of the transaction and represent no less than two thirds of given voting rights support the transaction at the Extraordinary General Meeting. An Extraordinary General Meeting of Shareholders of Vaahto Group Plc Oyj has been called, for October 30, 2015, to decide on the business arrangements and the related share issues. The invitation to the Extraordinary General Meeting was announced on October 9, 2015.
In Helsinki October 20, 2015
VAAHTO GROUP PLC OYJ
Board of Directors
Sami Alatalo, Chairman of the Board of Directors of Vaahto Group Plc Oyj +358 40 826 2066
Kalle Rasinmäki CEO of Vaahto Group Plc Oyj tel. +358 40 566 4250