Glaston Oyj Abp - Company Announcement

PUBLICATION OF THE PROSPECTUS REGARDING GLASTON CORPORATION SHARE ISSUE

Helsinki, Finland, 2013-02-28 13:10 CET (GLOBE NEWSWIRE) -- 

Not for publication or distribution in or into Australia, Canada, Hong Kong,
Japan, South Africa, the United States or any other jurisdiction in which the
publication or distribution would be unlawful. 



GLASTON CORPORATION STOCK EXCHANGE RELEASE      28 February 2013 at 14.10 pm.

PUBLICATION OF THE PROSPECTUS REGARDING GLASTON CORPORATION SHARE ISSUE

Glaston Corporation (”Glaston” or the ”Company”) will publish a listing
prospectus approved by the Finnish Financial Supervisory Authority (the
“Prospectus”) regarding the share issue that was decided today on 28 February
2013 by the Board of Directors (the “Share Issue”). The Prospectus, approved by
the Finnish Financial Supervisory Authority, is available in electronic form as
of 1 March 2013 on the websites of the Company, www.glaston.net and the
subscription place, Alexander Corporate Finance Oy, www.acf.fi. The Prospectus
will be available in paper form at the subscription place in Alexander
Corporate Finance Oy on 1 March 2013. The Prospectus will be available in
Finnish only. 

The Prospectus includes unpublished information described below in more detail.

Glaston signed a new long-term credit facility with its current lenders on 7
February 2013. The credit facility consists of a long-term loan of 26.7 million
euros, a short-term financing limit of 10.0 million euros as well as a
guarantee limit of 8.0 million euros. The size of the long-term loan and
financing limit was determined on the basis of the amount of loan in use on 7
February 2013. The transaction price of 12.5 million euros of the Tampere
property complex, deducted by expenses, will be used for amortizing the 
long-term loan. This has not been taken into account in the above-mentioned
amount of loan. The principal of the new long-term loan will be amortized
semiannually by the amount of 1.3 million euros as of 30 June 2014. The credit
facility is valid until 31 January 2016. 

The prerequisites for the implementation of the new credit facility are, among
other things, execution of the Share Issue, execution of a share issue directed
to the holders of the convertible bond issued by Glaston in 2009 and debenture
bond issued by Glaston in 2011 (“the Conversion Issue”), as well as execution
of a repurchase of loan units of the convertible bond with the nominal value of
2.0 million euros. The credit facility includes a condition that subscriptions
in the Share Issue are made for a value of at least 6.0 million euros. As to
the Conversion Issue, the credit facility includes a condition that the
debenture bond is fully used for the payments of the share subscriptions and
that at least 8.5 million euros from the principal on the convertible bond 2009
is removed from the Company's debt after the Conversion Issue and the
repurchase of the loan units of the convertible bond. 

In order to strengthen the Company's balance sheet and financial position,
Glaston signed a contract of sale on 28 February 2013 to repurchase loan units
of the convertible bond issued by the Company in 2009 for a nominal value of
2.0 million euros in total, at a 50 per cent reduced price. The repurchase is
carried out on 1 March 2013. The repurchase generates a positive financial item
of over one million euro to the Company. 

The total amount of the subscription commitments concerning the Share Issue and
the Conversion Issue received by the Board of Directors, as well as the
repurchase of the loan units of the convertible bond will jointly fulfill the
prerequisites of the implementation of the credit facility provided that the
subscriptions are fully executed. 

The interest rate of the credit facility is market-based and consists of
Euribor rate for 3 or 6 months and margin. The margin will be reset on a
quarterly basis and it is tied to the leverage. 

The loan covenants used in the credit facility are interest cover (EBITDA / Net
Finance Charges), leverage (Net Debt / EBITDA), cash reserves and gross capital
expenditure. The covenants are followed monthly, quarterly, semiannually or
annually depending on the covenant. The first follow-up date of the interest
cover covenant is after the first quarter of year 2014. 



Helsinki 28 February 2013
GLASTON CORPORATION
The Board of Directors



For further information, please contact:
Arto Metsänen, CEO and President, Glaston Corporation, Tel. +358 10 500 500
Sasu Koivumäki, CFO, Glaston Corporation, Tel. +358 10 500 500


Glaston Corporation
Glaston is a global company developing glass processing technology for
architectural, solar, appliance and automotive applications. Our portfolio
ranges from pre-processing and safety glass machines to services. We are
dedicated to our customers' continued success and provide services for all
glass processing needs with a lifecycle-long commitment in mind. For more
information, please visit www.glaston.net. Glaston's share (GLA1V) is listed on
the NASDAQ OMX Helsinki Small Cap List. 



Distribution: NASDAQ OMX Helsinki Ltd, Key Media, www.glaston.net



DISCLAIMERS
The information contained in this communication is not for publication or
distribution, directly or indirectly, wholly or in part, in or into Australia,
Canada, Hong Kong, Japan, South Africa, the United States or any other
jurisdiction in which it would be unlawful. The information contained in this
communication shall not constitute an offer of securities for sale in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, as amended, and the rules and regulations thereunder. 
There is no intention to register any portion of the offering in the United
States or to conduct a public offering of securities in the United States. 

This communication shall not constitute a direct or indirect offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of the
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. 

The information contained herein shall not constitute an offer of securities to
the public in the United Kingdom. No prospectus has been or will be registered
in the United Kingdom in respect of the securities. The information contained
herein is directed only at (i) persons who are outside the United Kingdom or
(ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net
worth entities falling within Article 49(2) of the Order, and other persons to
whom it may lawfully be communicated (all such persons together being referred
to as “relevant persons”).  Any investment activity to which this communication
relates will only be available to and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents. 

This communication is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, as amended, together with
any applicable implementing measures in the relevant home Member State under
such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to
the Prospectus Directive will be published in connection with any offering of
securities, and will be available at locations receiving subscriptions for
shares. 

 Any offer of securities that may be deemed to be made pursuant to this
communication in any EEA Member State that has implemented the Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive. 


Alexander Corporate Finance Oy is acting exclusively for Glaston Corporation
and no one else in connection with the Share Issue. They will not regard any
other person (whether or not a recipient of this communication) as their
respective clients in relation to the Share Issue and will not be responsible
to anyone other than Glaston Corporation for providing the protections afforded
to their respective clients, nor for giving advice in relation to the Share
Issue. No representation or warranty, express or implied, is made by Alexander
Corporate Finance Oy as to the contents, accuracy, completeness or verification
of the information set forth in this communication, and nothing contained in
this communication  is, or shall be relied upon as, a promise or representation
in this respect, whether as to the past or the future. Alexander Corporate
Finance Oy assumes no responsibility for the contents, accuracy, completeness
or verification of the communication and, accordingly, disclaim, to the fullest
extent permitted by applicable law, any and all liability which they may
otherwise be found to have in respect of this communication.

Attachments:

Glaston_ prospectus.pdf