Vaahto Group Plc Oyj - Decisions of extraordinary general meeting

DECISIONS MADE AT THE EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP PLC OYJ

Helsinki, Finland, 2015-10-30 15:15 CET (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC
OYJ STOCK EXCHANGE RELEASE OCTOBER 30, 2015  at 16:15 



DECISIONS MADE AT THE EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP PLC OYJ

The extraordinary general meeting of Vaahto Group Plc Oyj (“Vaahto”) was held
on October 30, 2015. The extraordinary general meeting decided to approve the
pending transaction with Uutechnic Oy (“Uutechnic”) and the share issues
related to it. 

Transaction and the related share issues

a)      The Extraordinary General Meeting approved the transaction in which
demerged Uutechnic business operations will be acquired by Vaahto in exchange
for new Vaahto shares (section c).  The transaction was also approved
unanimously at the Extraordinary General Meeting by independent shareholders.
Approval by independent shareholders was the condition for the waiver from
Financial Supervision Authority for making a mandatory public tender offer. 

b)       The Extraordinary General Meeting decided to launch a rights issue in
which Vaahto will offer a maximum of 9,985,850 new shares, in accordance with
the shareholders' pre-emptive subscription right. The issue is conducted for
the purpose of strengthening the company's balance sheet and cash position, and
finalizing the transaction with Uutechnic Oy. The issued shares will represent
approximately 38.5% of all Vaahto's shares and votes after the rights issue,
provided that the issue is fully subscribed, or 17.8% of all Vaahto's shares
and votes after the rights issue and the directed share issue that is to be
approved on the same occasion, if both of the issues are fully subscribed. 

Every shareholder who on 3.11.2015 (“Record Date”), is registered as a
shareholder in the list of Vaahto's shareholders kept by Euroclear Finland Ltd
will receive one (1) assignable subscription right in book-entry form per each
share they hold. Eight (8) subscription rights will entitle shareholders to
subscribe for five (5) new shares at a price of EUR 0.25 per share. The
subscription period of the rights issue is from December 4, 2015, to December
18, 2015. Vaahto will submit the listing prospectus related to the share issues
to the Financial Supervision Authority for approval. Mr Mikko Laakkonen, Mr
Hannu Laakkonen or companies in their control offer to subscribe any
unsubscribed shares in the rights issue. 

c)       The Extraordinary General Meeting decided to launch a directed share
issue in which Vaahto will offer a maximum of 30,000,000 new shares to
Uutechnic shareholders or entities appointed by them. 

The issued shares will represent approximately 65.3% of all Vaahto's shares and
votes after the directed share issue, provided that the issue is fully
subscribed, or 53.6% of all Vaahto's shares and votes after the directed share
issue and the rights issue that is to be approved on the same occasion, if both
of the issues are fully subscribed. 

A deviation is made to the pre-emptive subscription right of shareholders in
the directed share issue, because the deviation is required for finalizing the
pending transaction and strengthening the financial position of Vaahto. 

The subscription price is determined on the basis of the current market value
of the Vaahto share at the time of negotiations.  The valuation of Uutechnic
business operations is conducted by considering over-the-cycle average rent
expense adjusted EBITDA. 

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 a pro rata
basis. In addition to this, a maximum of 6,000,000 new Vaahto Group shares will
be offered to Uutechnic shareholders or entities appointed by shareholders in a
directed share issue at a subscription price of EUR 0.25 per share. The
subscription period of the directed share issue is from December 4, 2015, to
January 31, 2016. Uutechnic's major shareholders Mr Jouko Peräaho and Mr Timo
Lindström or companies in their control are committed to subscribe for all the
shares offered in the directed share issue. 



Completing the Board

The Extraordinary General Meeting elected Mr Timo Lindström and Mr Jouko
Peräaho as new Board members, to replace Mr Topi Karppanen and Mr Mikko
Kilpinen who resigned from the Board. Members of the Board were elected for a
term commencing from the date of the extraordinary general meeting and ending
at the end of next annual general meeting. The members of the new Board are Mr
Sami Alatalo, Mr Timo Lindström and Mr Jouko Peräaho. At its meeting on October
30, 2015, the new Board elected Mr Jouko Peräaho as chairman and Sami Alatalo
as vice chairman. 

Amendments to the Articles of Association

The Extraordinary General Meeting decided that the Articles of Association of
Vaahto shall be amended so that the name of the company is changed to Plc
Uutechnic Group Oyj and its domicile is changed to Uusikaupunki. 

The conditions for the share issues are appended to this stock exchange release.



In Helsinki October 30, 2015



VAAHTO GROUP PLC OYJ



Board of Directors





 TERMS AND CONDITIONS OF THE RIGHTS ISSUE

The Extraordinary General Meeting of Vaahto Group Plc Oyj (”the Company”)
decided on October 30, 2015, to issue a maximum of 9,985,850 new shares in
accordance with the shareholders' pre-emptive subscription right (“Rights
issue”) under the terms and conditions presented below. 

The fulfilment of the offering is based on strengthening company's balance
sheet and cash balance, as well as the transaction with Uutechnic Oy. The
issued shares will represent approximately 38.5% of all of the Company's shares
and votes after the Rights Issue, provided that the issue is fully subscribed,
or 17.8% of all Vaahto's shares and votes after the Rights Issue and the
Directed Share Issue that is to be approved on the same occasion, if both of
the issues are fully subscribed. The subscription price is based on the
company's market share price during the negotiation period concerning the
transaction and includes the discount on Vaahto's share when compared to the
share price on OMX Helsinki prior deciding upon the share offering. 

This Rights Issue and the Directed Share Issue decided upon by the same general
meeting make up the restructuring package presented in the stock exchange
release published on October 30, 2015, requiring the full arrangement to take
place as an absolute precondition. The implementation of the Rights Issue
requires a decision on carrying out a directed share issue, amending the
Articles of Association and electing new members of the Board of Directors. 

Terms and conditions of the Rights Issue

1. Subscription right

The shares will be offered to the shareholders to subscribe on a pro rata
basis. Every Vaahto shareholder who is registered as a shareholder in the list
of Vaahto's shareholders kept by Euroclear Finland Ltd on the Record Date of
November 3, 2015. 

Every Vaahto shareholder will receive one (1) assignable subscription right
(”Subscription Right”) in book-entry form per each share they hold (ISIN code
FI4000178215, trading code WAT1VU0115). A shareholder or person to whom
Subscription Rights have been assigned is entitled to subscribe for five (5)
new shares for each eight (8) Subscription Rights by paying the share-specific
subscription price. Fractions of shares cannot be subscribed for, and eight (8)
Subscription Rights are required for recording every five (5) new shares. Any
treasury shares held by the Company do not entitle to Subscription Rights. 

Unused Subscription Rights will expire at the end of the subscription period on
December 18, 2015. 

Mikko Laakkonen, Hannu Laakkonen or companies in their control have undertaken
to subscribe all shares that have not been subscribed for on the basis of
Subscription Rights during the subscription period at a subscription price of
EUR 0.25 per share. 

2. Subscription price and payment of subscription

The subscription price is EUR 0.25. The subscription price will be recorded in
its entirety in the invested unrestricted equity reserve. The full subscription
price must be paid in connection with the subscription as instructed by the
subscription place or account operator. 

3. Subscription period

The subscription period begins at 10:00 a.m. on December 4, 2015, and ends at
5:00 p.m. on December 18, 2015. Account operators can set time limits for
subscriptions expiring before the end of the Subscription Period. Subscriptions
will be accepted at the subscription places [or subscription place?] during
their normal business hours. 

4.Subscription place

FIM Sijoituspalvelut Oy's customer service acts as the subscription venue for
the stock issue during its opening hours. FIM Sijoituspalvelut Oy's contact
information: Tel. +358 (09) 6134 6250, E-mail asiakaspalvelu@fim.com 

In addition, the account managers, who have made a contract with FIM
Sijoituspalvelut Oy to act as intermediaries for the subscriptions, will be
accepting subscription commissions. 



5. Subscribing Rights Issue shares with subscription rights

A holder of subscription rights can take part in the Rights Issue by
subscribing shares using Subscription Rights in their book-entry account and
paying the subscription price. Holders of subscription rights who does not
receive instructions for subscribing may contact FIM Investment Services Ltd. 

Subscribers whose shares or Subscription Rights are held through a nominee must
submit their subscription assignments in accordance with the instructions given
by their custodial nominee account holder. 

Incomplete, incorrect, partially paid or wholly unpaid subscriptions can be
rejected. In such cases, the subscription payment will be refunded to the
subscriber, and no interest is paid on the refunded amount. Subscriptions are
binding, and they cannot be modified or cancelled otherwise than in accordance
with section 6 “Cancellation of subscriptions under certain circumstances” of
terms and conditions. 

6. Cancellation of subscriptions under certain circumstances

In accordance with the Finnish Securities Market Act (14.12.2012/746, as
amended), a mistake or inaccuracy in the offering circular or material new
information appearing between the time the offering circular was approved and
the time when the offer expires or trading in the securities in a regulated
market begins must be disclosed to the public without undue delay by publishing
a correction or supplement of the offering circular in the same way as the
offering circular. Investors who have already agreed to subscribe for
securities before the correction or supplement of the offering circular is
published must be given the right to withdraw their subscription within no less
than two (2) banking days after the supplement has been published. The
cancellation right also requires that the mistake, inaccuracy or material new
information referred to above has emerged before the securities have been
delivered to the investors. 

The Company will announce the measures related to any cancellation of
subscriptions in a stock exchange release at the same time with supplementing
the offering circular. 

7. Trading in the Subscription Rights

The Subscription Rights will be subject to public trading on the Helsinki Stock
Exchange between December 4, 2015, at 10:00 a.m. and December 14, 2015, at 6:30
p.m. Subscription Rights may be purchased or sold by issuing a sale or purchase
assignment to one's own book-entry custodian or securities dealer. 

8. Trading in the Rights Issue shares

The shares subscribed in the Rights Issue will be recorded on the subscriber's
book-entry account after the registration of the subscription as interim shares
(ISIN code FI4000178223, trading code WAT1VN0215) corresponding to the Rights
Issue shares. The interim shares are expected to be subject to public trading
as of 21.12.2015. The interim shares are expected to be combined with the
existing shares of the Company (ISIN code FI0009900708) on week 53 in 2015. 

9. Fees and expenses

No transfer tax or service fees will be charged for subscribing for the offered
shares. Account custodians, fiduciaries and securities dealers may charge a
commission on trading the Subscription Rights in accordance with their price
lists. Account custodians and fiduciaries also charge a fee for maintaining the
book-entry account and safekeeping the shares in accordance with their price
lists. 

10. Documents available for review

The documents referred to in chapter 5, section 21 of the Finnish Limited
Liability Companies Act are available for review on the Company's website at
www.vaahto.fi/sijoittajat. 

11. Applicable law and resolution of disputes

The Rights Issue and offered shares shall be governed by the laws of Finland.
Any disputes arising from the Rights Issue shall be settled by the court of
jurisdiction in Finland. 

12. Unsubscribed shares

Shares not subscribed in the Rights Issue will be allocated to Mikko Laakkonen,
Hannu Laakkonen or companies in their control that have underwritten the issue.
 Shares issued on the basis of the underwriting shall be subscribed and paid on
December 22, 2015, at the latest. 

13. Other issues

The Company has not engaged in any measures to register or validate the
subscription rights, temporary shares, shares created through rights offering
or the rights offering. In addition, the Company has taken no measures to offer
the shares outside Finland or to offer the shares for persons whose
participation in the rights offering would require actions other than stated in
the Finnish law or would require additional prospectus. Legislation in some
countries might present some restrictions in participating in the share
offering. 

The Board of Directors of the Company will decide on the acceptance of
subscriptions, other issues relating to the Rights Issue and practical matters
relating to them. Company's board can make technical changes and additions to
the contract terms, as well as extend the subscription period. 

Mikko Laakkonen, Hannu Laakkonen and HML Finance Oy have undertaken not to
assign shares subscribed by them in this share issue before December 31, 2016. 



DIRECTED SHARE ISSUE



Vaahto Group Plc Oyj (“Vaahto”) will offer a maximum of 30,000,000 new shares
in Vaahto (“Directed Share Issue”) to Uutechnic Oy (“Uutechnic”) shareholders
and/or entities appointed by them. The issued shares will represent
approximately 65.3% of all Vaahto's shares and votes after the Directed Share
Issue, provided that the issue is fully subscribed, or 53.6% of all Vaahto's
shares and votes after the Directed Share Issue and the rights issue that is to
be approved on the same occasion, if both of the issues are fully subscribed. 

The Directed Share Issue deviates from the pre-emptive rights of existing
shareholders. The Board of Directors considers that there are weighty financial
reasons for the deviation from the pre-emptive subscription right of
shareholders, because the deviation is required for finalizing the pending
transaction and thereby strengthening the financial position and balance sheet
of the Company. 

The subscription price is determined on the basis of the current market value
of the Vaahto share at the time of negotiations.  The valuation of Uutechnic
business operations is conducted by considering over-the-cycle average rent
expense adjusted EBITDA. 

This Directed Share Issue and the Rights Issue decided upon by the same general
meeting make up the restructuring package presented in the stock exchange
release published on [October 30, 2015], requiring the full arrangement to take
place as an absolute precondition. The Directed Share Issue requires that the
Rights Issue is carried out, the Articles of Association are amended and new
Board members are elected. 



TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE

1. Subscription right

The new Vaahto shares subscribed for in kind (a total of 24,000,000 shares)
will be offered to the shareholders of Uutechnic on a pro rata basis. 

The remaining shares in the Directed Share Issue (a total of 6,000,000 shares)
will be offered to Uutechnic shareholders or entities appointed by
shareholders. 

2. Subscription price

The subscription price is EUR 0.25 per share. The subscription price will be
recorded in its entirety in the invested unrestricted equity reserve. The full
subscription price must be paid in connection with the subscription. 

A maximum of 30,000,000 shares will be offered in the Directed Share Issue, of
which a maximum of 24,000,000 shares will be paid in kind. The subscription in
kind will comprise the entire share capital of the business operations company
formed in the demerger of Uutechnic. 

3. Subscription period

The subscription period begins at 10:00 a.m. on December 4, 2015, and ends at
5:00 p.m. on January 31, 2016. 

4. Subscription place

FIM Sijoituspalvelut Oy's customer service acts as the subscription venue for
the stock issue during its opening hours. FIM Sijoituspalvelut Oy's contact
information: Tel. +358 (09) 6134 6250, E-mail asiakaspalvelu@fim.com 

5. Shareholder rights

The new shares will entitle their holders to full dividends distributed by the
Company and other shareholder rights in the Company as of their registration
with the Trade Register. 

6. Documents available for review

The documents referred to in chapter 5, section 21 of the Finnish Limited
Liability Companies Act are available for review on the Company's website at
www.vaahto.fi/sijoittajat. 

7. Applicable law and resolution of disputes

The Directed Share Issue and offered shares shall be governed by the laws of
Finland. Any disputes arising from the Directed Share Issue shall be settled by
the court of jurisdiction in Finland. 

8. Other issues

The Board of Directors of the Company will decide on the acceptance of
subscriptions, other issues relating to the Directed Share Issue and practical
matters relating to them. Company's board may make technical changes and
additions to the contract terms, as well as extend the subscription period. 

Uutechnic's majority shareholders Timo Lindström and Jouko Peräaho have
undertaken not to assign shares subscribed by them in this share issue before
December 31, 2016. 


         Additional information:Sami Alatalo, vice chairman of Vaahto Group Plc
Oyj 
         +358 40 826 2066