Vaahto Group Plc Oyj - Notice to convene extr.general meeting

INVITATION TO EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP OYJ

Helsinki, Finland, 2015-10-09 15:00 CEST (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC
OYJ STOCK EXCHANGE RELEASE 9 OCTOBER 2015 at 16:00 



INVITATION TO EXTRAORDINARY GENERAL MEETING OF VAAHTO GROUP OYJ



Vaahto Group Plc Oyj shareholders are hereby notified that the Extraordinary
General Meeting will be held on Friday, October 30, 2015, starting at 13.00 at
Hotel Scandic Marski, Mannerheimintie 10, Helsinki. 



A. BUSINESS OF THE EXTRAORDINARY GENERAL MEETING

The agenda of the Extraordinary General Meeting is as follows:

1.        Opening of the meeting



2.        Calling of the meeting to order



3.        Election of the persons to confirm the minutes and to supervise the
counting of votes 



4.        Recording of the legal convening of the meeting and establishment of
a quorum 



5.        Recording of the attendance at the meeting and adoption of the list
of votes 



6.        Decisions regarding pending transaction and related share issues

The Board proposes that the Extraordinary General Meeting shall decide on
finalizing of pending transaction (“Pending Transaction”) between Vaahto Group
Plc Oyj (“Vaahto”) and Uutechnic (“Uutechnic”) and related two share issues.
After finalizing the Pending Transaction, the shareholders of Uutechnic shall
own over 50% of Vaahto's shares. 

Finalizing the Pending Transaction is conditional to terms and conditions
included in the transaction agreement signed on September 3, 2015 and other
conditions described in Vaahto's stock exchange release published on September
3, 2015. Finalizing the Pending Transaction requires Extraordinary General
Meeting‘s approval of all the following matters: 

  1. The Board proposes that the Extraordinary General Meeting shall approve the
     Pending Transaction in which demerged Uutechnic business operations will be
     acquired by Vaahto in exchange for new Vaahto shares (section c). The
     conditional transaction agreement is announced and described in Vaahto's
     Stock Exchange Release published on September 3, 2015. The parties of
     agreement are seeking for waiver from Financial Supervision Authority for
     making mandatory public tender offer.
  2. In a rights issue related to the Pending Transaction, Vaahto will offer a
     maximum of 9,985,850 new shares in the Rights Issue in accordance with the
     shareholders' pre-emptive subscription right. Each eight (8) shares will
     entitle shareholders to subscribe for five (5) new shares at a price of EUR
     0.25 per share. Mr Mikko Laakkonen, Mr Hannu Laakkonen or companies in
     their control offer to subscribe all unsubscribed new shares as agreed in
     the transaction agreement signed on September 3, 2015.
  3. In a directed share issue Vaahto will offer a maximum of 30,000,000 new
     shares to Uutechnic shareholders. 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 pro rata basis. The subscription price
     in the directed share issue will be EUR 0.25 which implies EUR 6m value for
     Uutechnic business operations. The rest 6,000,000 new shares will be
     offered to Uutechnic shareholders or entities appointed by shareholders.
     The subscription price for these 6,000,000 shares is EUR 0.25 per share and
     the subscription will be paid in cash. According to the Board, there is a
     weighty financial reason for the deviation from the pre-emptive  subscription right as the directed share issue is required for finalizing
     the Pending Transaction and strengthening the financial position of Vaahto.
     The subscription price is determined based on current market value of
     Vaahto share at the time of negotiations. The valuation of Uutechnic
     business operations is conducted by considering over-the-cycle average
     EBITDA (4.9 x rent expense adjusted average EBITDA 2011-2015E). According
     to transaction agreement signed on September 3, 2015 Uutechnic's major
     shareholders Jouko Peräaho and Timo Lindström or entities appointed by them
     are committed to subscribe all the shares offered in the directed share
     issue.



Information on Uutechnic Oy

Uutechnic was founded in 1993, with its headquarters in Uusikaupunki. Uutechnic
operates worldwide with more than 50% of its delivery volume (in euros) being
exported since 2000. Since its inception, the company has operated profitably
with an average operating profit percentage of 31.7% in 2008-2014, and sales of
5.25 million euros on average. Due to the revenue recognition method applied as
well as the economic situation, the sales figure has varied from year to year. 



In its business operations, Uutechnic specializes in demanding mixing
technology. Its main products include large and demanding top entry agitator
solutions and side entry agitators that are designed and manufactured according
to the particular requirements of each client and process. Uutechnic's client
industries range from the hydrometallurgical industry to mining, pulp and
paper, fertilizer and other chemical industries. 



Uutechnic Oy - Financial Information



Income Statement, EUR 1000      2015E   2014   2013   2012   2011
Revenue                         3 700  2 294  3 453  7 868  6 053
Gross profit                           1 307  2 069  3 723  3 267
EBITDA                          1 100   219    893   2 358  2 409
EBIT                                    125    778   2 249  2 306
Financial income                        199    46     134     0  
Financial expenses                       0     11      5     23  
Earnings before taxes                   324    813   2 378  2 283
Tax expenses                            45     197    581    636 
Earnings                                279    596   1 668  1 644
Assets, EUR 1000                 2014                            
Intangible assets                11                              
Tangible assets                  693                             
Long term investments             1                              
Inventories                      219                             
Current assets                   280                             
Financial investments            4023                            
Cash & cash equivalents          587                             
--------------------------------------                           
Total assets                     5813                            
Equity & Liabilities, EUR 1000   2014                            
Total equity                     5524                            
Provisions                       23                              
Long term liabilities             0                              
Current liabilities              266                             
Total Liabilities                266                             
--------------------------------------                           
Total equity and liabilities     5813                            



  -- Uutechnic Oy will demerge into two companies before the contemplated
     transaction. Real estate assets and financial investments will be
     transferred to a separate company than the business operations in matter.
     The company that owns real estate assets and financial investments after
     the demerger will not be acquired by Vaahto Group. The equity balance of
     the company to be acquired by Vaahto Group at the moment of demerger is
     estimated to be ca EUR 400k.
  -- Uutechnic Oy has recognized revenue at delivery instead of percentage of
     completion method.
  -- Additional information on Uutechnic: www.uutechnic.fi



7. Completing the Board

The members of the Board, Mr Topi Karppanen and Mr Mikko Kilpinen have
announced their resignation that being conditional to finalizing the Pending
Transaction. As a result, the shareholders holding over 50% of shares and votes
are proposing the EGM that Mr Jouko Peräaho and Mr Timo Lindström shall be
elected as new Board members. Members of the Board are elected for a term
commencing from the date of extraordinary general meeting and ending at the end
of next annual general meeting. The proposed new Board members have given their
consent to the proposal. 



8. Amendments to the Articles of Association

The board proposes that the Articles of Association of Vaahto shall be amended
so that the name of the company is changed to Plc Uutechnic Oyj and domicile is
changed to Uusikaupunki. 



B. EXTRAORDINARY GENERAL MEETING DOCUMENTS

The aforementioned draft resolutions, which are on the agenda of the
Extraordinary General Meeting, and this summons to the Extraordinary General
Meeting, Vaahto Group Plc Oyj's annual report, including the company's
financial statements, consolidated financial statements, review by the Board,
and auditor's report, Interim report 1.1.-30.6.2015 and Board's review on
events after the interim period are available on Vaahto Group Plc Oyj's Web
site at www.vaahto.fi. The draft resolutions will be available also at the
Extraordinary General Meeting, and copies of the draft resolutions and this
summons will be sent to the shareholders upon request. 

The minutes of the Extraordinary General Meeting will be available for
inspection on the aforementioned Web site on November 13, 2015. 



C. INSTRUCTIONS FOR PARTICIPANTS IN THE MEETING



1.        The right to participate and registration

Every shareholder who on October 20, 2015, is registered as a shareholder in
the list of shareholders kept by Euroclear Finland Ltd. has the right to
participate in the Extraordinary General Meeting. Every shareholder whose
shares have been registered in his or her personal book-entry account is
registered in the company's share register. 

All shareholders who wish to participate in the Extraordinary General Meeting
must register no later than on October 23, 2015, before 4:00 pm. One may
register for the Extraordinary General Meeting in any of the following ways: 

a)   by placing a telephone call to +358 400 613896;

b)   by e-mail to address leena.junninen@vaahto.fi; or

c)   by sending a letter to the address Vaahto Group Plc Oyj, Pohjantie 9,
68601 Pietarsaari, Finland - registration by letter must arrive before the
registration deadline mentioned above. 

The registration must include the name, identity code, address, and telephone
number of the shareholder, as well as the name of the assistant, if any.
Information disclosed by the shareholders to Vaahto Group Plc Oyj will be used
only in connection with the Extraordinary General Meeting and related,
necessary registrations. 

In accordance with Chapter 5, Section 25 of the Companies Act, a shareholder
attending the Extraordinary General Meeting has the right to ask questions
about the matters to be addressed at the meeting. 

2.        Use of a representative and proxy

Shareholders may participate in the Extraordinary General Meeting and exercise
their rights there by proxy. The shareholders' representatives must present a
dated proxy form, or they must show in some other reliable manner that they are
entitled to represent the shareholder. 

If a shareholder has shares in multiple book-entry accounts, that shareholder
may participate in the Extraordinary General Meeting by means of more than one
proxy such that the representatives represent the shareholder with different
shares in the book-entry accounts. In this case, the shares on whose basis each
representative represents the shareholder must be declared upon registration. 

We request that you submit any proxy forms, as originals, to the address Vaahto
Group Plc Oyj, Pohjantie 9, 68601 Pietarsaari, Finland, before the end of the
registration period. 

3. Owners of nominee-registered shares

Any shareholders whose shares are nominee-registered and who wish to
participate in the Extraordinary General Meeting must register temporarily in
the company's share register for participation in the Extraordinary General
Meeting. The owner of a nominee-registered share may participate in the
Extraordinary General Meeting if he or she is registered in the share register
on the basis of share ownership on the Extraordinary General Meeting's record
date October 20, 2015. Notification concerning temporary registration must be
made no later than on October 27, 2015, before 10:00 am. The registration of
the owner of a nominee-registered share in the company's share register for
temporary registration is regarded as registration for the Extraordinary
General Meeting. Owners of nominee-registered shares are requested to ask their
asset manager for the necessary instructions for registration in the share
register, issuing of proxies, and registration for the Extraordinary General
Meeting. 

4. Other information

On the date of the summons, October 9, 2015 the company has, in total,
15,977,360 shares, conferring, in total, 15,977,360 votes. 

In Helsinki October 9, 2015



VAAHTO GROUP PLC OYJ



Board of Directors




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