Vaahto Group Plc Oyj - Company Announcement

THE FINANCIAL SUPERVISORY AUTHORITY (FIN-FSA) HAS GRANTED EXEMPTION FROM THE OBLIGATION TO LAUNCH MANDATORY PUBLIC TENDER OFFER

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 

Helsinki, Finland, 2015-10-20 15:10 CEST (GLOBE NEWSWIRE) -- 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




         Additional information:
         Sami Alatalo, Chairman of the Board of Directors +358 40 826 2066
         Kalle Rasinmäki CEO of Vaahto Group Plc Oyj +358 40 566 4250