Vaahto Group Plc Oyj - Corporate Action

DIRECTED SHARE ISSUE BY VAAHTO GROUP PLC OYJ TO SELECTED INVESTORS AND THE MINORITY SHAREHOLDERS OF AP-TELA OY

Lahti, Finland, 2012-04-19 14:40 CEST (GLOBE NEWSWIRE) -- 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



DISTRIBUTION:

NASDAQ OMX Helsinki Ltd

Major media

www.vaahto.fi



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. 


         Information:
         Ari Viinikkala
         acting CEO, Vaahto Group Plc Oyj
         tel. +358 400 127664

Attachments:

Liite Antiehdot suunnattu anti.pdf

Liite Antiehdot apporttianti.pdf