Valoe Oyj - Company Announcement

VALOE ISSUES A CONVERTIBLE BOND AND STARTS PREPARING A SHARE ISSUE

Valoe Corporation                 Stock Exchange Release              29 May
2015 at 14.00 Finnish time 



VALOE CORPORATION ISSUES A CONVERTIBLE BOND AND STARTS PREPARING A SHARE ISSUE

In order to strengthen Valoe's capital structure the company issues Convertible
Bond of EUR 5,000,000 at the most. Loan shares of the Convertible Bond can be
converted to max. 500,000,000 new shares of the company.  Subscription price is
EUR 0.01 per share. 



The convertible bond is issued in deviation from the shareholders' pre-emptive
subscription rights to the shareholders approved by the Board of Directors.
Convertible bond can also be subscribed against a loan receivable of min. EUR
100,000 from Valoe, undisputed during the subscription period, by conversing
the loan's capital and/or interest into convertible bond pursuant to the terms
of the convertible bond. 



The minimum amount of subscription and one loan share shall be EUR 100,000.



The loan period shall commence on the payment date and expire on 1 August 2018
on which date the convertible bond shall expire to be repayable in its entirety
in accordance with the terms of the loan. 



The shareholders' pre-emptive subscription rights are deviated from as the
stock options are issued to secure financing required to strengthen the capital
structure of the company cost effectively and considering the size of the
financing. Thus, there is from the company's point of view a weighty financial
reason to issue the stock options. 



As of the date of withdrawal an annual interest of eight (8) percent shall be
paid to the capital of the Convertible Bond. The interest shall be added to the
loan capital annually on 30 July. The interest shall be paid in shares at the
end of the loan period. 



A promissory note holder shall be entitled to participate in potential future
share issues arranged by the Company in which the subscription period shall
terminate at the latest on 1 August 2018 by subscribing the shares at the
subscription price that is 20 per cent lower compared to the subscription price
offered in the respective share issues. 



One loan share of EUR 100,000 entitles the promissory note holder to subscribe
for 10,000,000 new share of the company.  Based on the subscriptions made
pursuant to the loan shares the company shall issue a maximum amount of
500,000,000 new company shares. The company has one (1) class of shares. 



The terms of the convertible bond are, without the technical appendices,
attached to this release as Attachment 1. 



Valoe also starts preparing a share issue. The objective of the share issue is
to collect capital to execute the Clean Energy business plan of the company.
The share issue is expected to be carried out by the end of this year. The
company will disclose a separate release on the terms and schedule of the share
issue. 



Realization of the convertible bond and a share issue involves risks. It is not
certain if the company succeeds in collecting EUR 5 million with the
convertible bond to strengthen its capital structure or capital with a share
issue to finance the execution of its Clean Energy business plan. 



In Mikkeli 29 May 2015



Valoe Corporation

Board of Directors



For more information:
Iikka Savisalo
President and CEO, Valoe Corporation
Tel. +358 40 521 6082,
Email: iikka.savisalo@valoe.com



Distribution:
NASDAQ OMX, Helsinki
Main media
www.valoe.com





Valoe Corporation specializes in the clean energy, especially in photovoltaic
solutions. Valoe provides automated production technology for solar modules
based on the company's own technology; production lines for modules; solar
modules and special components for solar modules. Valoe's head office is
located in Mikkeli, Finland. 





ATTACHMENT 1.

TERMS OF THE CONVERTIBLE BOND 1/2015 OF VALOE CORPORATION

The Board of Directors of Valoe Corporation (hereinafter the Company) has,
based on the authorization granted to it on 29 April 2015, resolved to take
loan (Convertible Bond 1/2015) so that the Company issues other special rights
entitling to the shares pursuant to Chapter 10 of the Finnish Companies Act in
the form of loan shares to the lenders of the loan so that the lenders shall
have the right to subscribe for the Company's shares based on the respective
special rights and that the lenders shall have the right to pay the
subscription price of the shares by setting it off against the loan receivable
referred to in this document (hereinafter Convertible Bond) in accordance with
the following terms: 



I TERMS OF THE CONVERTIBLE BOND

1. Principal of the Convertible Bond

The total principal amount of the Convertible Bond is EUR 5,000,000.00 at the
most. 



2. Subscription Right for the Convertible Bond and Loan shares

The Company shall take the loan referred to in this Convertible Bond and shall
issue simultaneously against the loan with maximum amount of 50 loan shares
free of charge. The number of loan shares to be issued shall be one (1) loan
share against each subscribed loan capital amount of EUR 100,000. 

The Convertible Bond is issued for subscription, in deviation from the
shareholders' pre-emptive subscription rights, to the parties separately
approved by the Board of Directors. The Convertible Bond can also be subscribed
against the undisbuted loan receivable of min. EUR 100,000 from the Company
during the subscription period of the Convertible Bond by convering the loan
capital and/or interest receivable into the Convertible Bond in accordance with
the terms of this Convertible Bond. 

The minimum subscription of the Convertible Bond and one loan share shall be
EUR100,000 that can be converted into 10,000,000 new shares of the Company in
accordance with the terms of this Convertible Bond. 

The shareholders' pre-emptive subscription rights are deviated from as the
special rights are issued in the form of loan shares to secure financing
required to strengthen the capital structure of the Company cost effectively
and considering the size of the financing. Thus, there is from the Company's
point of view a weighty financial reason to issue the special rights. 



3. Subscription Period and Venue for Subscription of the Convertible Bond

Such parties who are interested in subscribing for the Convertible Bond are
asked to sign and submit the subscription form attached as Appendix 1 to this
Convertible Bond by 6:00 pm on 30 July 2015 to the Company in accordance with
the instructions included in the form. 

The Board of Directors of the Company has the right to approve or disapprove a
subscription. 

The Board of the Directors of the Company has the right to approve
subscriptions at any time during the subscription period. 

In the event the Convdertible Bond shall be over subscribed, the Board of
Directors of the Company shall resolve on the allocation between the
subscribers. 

The Board of Directors of the Company has the right to discontinue the
subscription period of the Convertible Bond at any time. 



4. Loan Period of the Convertible Bond and Repayment

The Convertible Bond shall be paid to the Company's bank account

Nordea Bank Finland Plc IBAN: FI21 2185 1800 1271 11, BIC: NDEAFIHH

at the latest on 30 July 2015.

The loan period shall commence on the payment date and expire on 1 August 2018
(hereinafter the Maturity Date) on which date the Convertible Bond shall expire
to be repayable in its entirety in accordance with these terms of the loan. 



5. Interest of the Convertible Bond

As of the date of withdrawal an annual interest of eight (8) percent shall be
paid to the capital of the Convertible Bond. The interest shall be added in the
loan capital annually once a year on 30 July. An interest shall not be paid to
capitalized interest. The interest shall be paid in shares at the end of the
loan period so that an interest amount of EUR 0.01 shall be convered to one new
share of the Company. 



The last interest period shall end on 30 July 2018. The interest shall be
calculated based on the real interest days divided with 365 days. 



Upon the due date of the Convertible Bond on 1 August 2018, all the interests
from the loan period shall also due fall and to be paid in shares on 1 August
2018. 



In the event the date of interest payment is not a banking day, the interest
shall be paid in shares on the following banking day. 



Interest shall be paid only in accordance with the provisions of the Finnish
Companies Act. 





6. Promissory Note of the Convertible Bond

The Company shall issue to the subscriber of the Convertible Bond (hereinafter
Promissory Note Holder) a promissory note (hereinafter Promissory Note)
referred to in the Appendix 2. 



7. Transferability of the Promissory Note

The Promissory Note cannot be transferred without consent of the Company.



8. Right to Participate in the Forthcoming Share Issues by Reduced Subscription
Price 

A Promissory Note Holder shall be entitled to participate, by at least the
amount corresponding the percentual shareholding of the Company's shares at
that time, in potential future share issues arranged by the Company in which
the subscription period shall terminate at the latest on 1 August 2018 by
subscribing the shares at the subscription price that is 20 per cent lower
compared to the subscription price offered in the respective share issues. 



9. Capital Loan

The Convertible Loan is a capital loan referred to in Chapter 12, section 1 of
the Finnish Companies Act that shall be booked in the Company's balance sheet
as a separate entry. The principal of the Convertible Loan shall be repaid and
interest on the principal shall be paid only in accordance with the provisions
regarding capital loans in the Finnish Companies Act. The company or its
subsidiary shall not post security for the payment of the principal and
interest. 


10. Other

For the delivery of the notifications based on this Convertible Bond, the
Promissory Note Holder shall inform the Company his/her/its postal address as
from time to time. 

The Promissory Note Holder shall, as per request of the Company, submit to the
Company all necessary information with regard to the Promissory Note and its
administration. 



II TERMS FOR SHARE SUBSCRIPTION AND CONVERSION RIGHT

1. Conversion Right and Conversion Ratio

The Promissory Note Holder is entitled to convert the Promissory Note into the
shares of the Company in accordance with the terms described below. One (1)
loan share of EUR 100,000 pursuant to the Promissory Note entitles the
Promissory Note Holder to subscribe for 10,000,000 new shares of the Company.
Based on the subscriptions made pursuant to the loan shares the Company shall
issue a maximum amount of 500,000,000 new Company shares. The Company has one
(1) class of shares. 

The subscription price of one (1) new share of the Company shall be 0,01 euro
per share. The subscription price has been set on a level that shall be
considered to be reasonable for all shareholders considering the price level of
the Company's share during the last three (3) months and necessity to secure
successful issuance of the Convertible Bond, on the other hand. 

Upon using the conversion right a portion corresponding to the subscription
price of a share shall be set off against the unpaid capital of the Convertible
Bond. The subscription price of the shares shall be entered in entirety into
the reserve for invested unrestricted equity. 



2. Conversion Period and Process Regarding Use of the Conversion Right



The Promissory Note Holder shall have the right to convert the Promissory Note
into the Company's shares during the conversion period (subscription period of
the shares) which commences on 1 August 2015 and which terminates on 1 August
2018. 

The conversion of the Promissory Note into the shares shall take place pursuant
to the subscription rules in accordance with the Finnish Companies Act. The
Promissory Note Holder shall present to the Board of Directors of the Company
the written conversion request as attached in the Appendix 3 which shall
constitute the subscription of new shares. The Convertible Bond may be
converted into shares only in its entirety. 

When the Board of Directors has received the conversion request and the
Promissory Note Holder has assigned the Promissory Note to the Company, the
Board of Directors shall approve the subscription of new shares in accordance
with the Convertible Bond. Within 30 (thirty) days from the presentation of the
conversion request the Company shall file the Companies Register notification
with regard to entering the new shares to the Companies Register. 

3. Shareholder Rights

The new shares of the Company, which have been subscribed for by using the
conversion right of the Convertible Bond, shall have the similar rights with
the Company's shares issued previously from the moment the new shares have been
entered into the Companies Register. 


4. The Rights of the Promissory Note Holder in Certain Special Cases

If the Company during the loan period issues new shares in the share issue
against the payment or issues new stock options or other special rights
entitling to the shares referred to in Chapter 10 of the Finnish Companies Act
so that the shareholders shall have the pre-emptive subscription right, the
Promissory Note Holder shall have the same or equal right as a shareholder.
Equality is reached by the mean resolved by the Board of Directors of the
Company by giving to the Promissory Note Holder the same priority for the
subscription of share and/or convertible bond and/or stock option, and/or the
exchange ratio of the Convertible Bond will be adjusted and/or the Promissory
Note Holder is given right to convert the Promissory Note to the shares during
the other time period than referred to in Section II.2 or by combining manners
of proceeding referred to above. 

If the Company during the loan period issues new shares free of charge, the
exchange ratio of the Convertible Bond shall be adjusted so that the percentual
share of the shares to be converted by the Convertible Bond compared to all
shares shall remain unaltered except for the part that the new number of shares
to be converted by the Promissory Note would be a fraction. In the event that
the above mentioned division would not be even, the highest round figure that
will fulfill the division to the whole shares will be applied. 

If the Company during the loan period resolves to acquire or redeem its own
shares or stock options or other special rights entitling to the shares
pursuant to the Chapter 10 of the Finnish Companies Act through an offer
directed to all shareholders or holders of the above mentioned rights, an equal
offer shall be made to the holder of the Promissory Note. The redemption or
acquisition of the shares and stock options or other special rights entitling
to the shares referred to in Chapter 10 of the Finnish Companies Act shall thus
be directed to the conversion rights of the Promissory Note pursuant to the
resolution of the Board of Directors. Otherwise acquisition or redemption of
own shares and stock options and other special rights entitling to the shares
referred to under Chapter 10 of the Finnish Companies Act shall not require any
actions from the Company with regard to the Promissory Note. 

If the Company during the loan period distributes its funds in other means than
what has been referred to in the previous section, the Promissory Note Holder
shall not be entitled to participate in the distribution of the funds and the
distribution of the funds shall not require any actions from the Company with
regard to the Promissory Note. 

If the Company is placed into liquidation during the loan period, the
Convertible Bond shall fall due for payment at the moment when placing the
liquidation has been entered into the Companies Register. 

If the Company during the loan period resolves on the merger or division, the
Promissory Note Holders shall be reserved a right, during the time period set
by the Board of Directors of the Company prior to resolution on the merger or
division, to convert the Promissory Note into shares. Alternatively the
Promissory Note Holders shall be given the right to subscribe for the
convertible bond issued by similar terms by the receiving company so that the
subscription can be made on equal rights compared to the shares of the
receiving company which have been issued to the shareholders pursuant to what
has been resolved on the matter in the merger plan or division plan. After the
above-mentioned time period reserved for the use of the conversion right or
after the end of the subscription period of the new convertible bond, no
conversion right shall exist anymore. 

If a redemption right or redemption obligation of the minority shareholders
referred to under Chapter 18 of the Finnish Companies Act arises, after Company
has received notification on the origin of the redemption right or redemption
obligation, the right to convert the Promissory Note into shares during the
time period resolved by the Board of Directors shall without undue delay be
reserved for the Promissory Note Holders. After the above-mentioned time period
reserved for the use of the conversion right, no conversion right shall exist
anymore. 


5. Disputes

Disputes arising out of this Convertible Bond shall be settled by arbitration
consisting of one arbitrator in accordance with the Rules of the Arbitration
Institute of the Finland Chamber of Commerce. In the event the parties to the
dispute cannot agree on the arbitrator, the Finland Chamber of Commerce shall
appoint the arbitrator. The place of the arbitration shall be Helsinki,
Finland. 


6. Other Issues

The Board of Directors shall be entitled to resolve on any other matter related
to the Convertible Bond and the use of the conversion right. Notifications to
the Promissory Note Holders shall be submitted by letters to the postal
addresses notified to the Company by each of the Promissory Note Holder. A
notification is deemed to have been delivered on the working day following the
date of sending the notification. 


III OTHER MATTERS

1. Other Issues

These terms and conditions have been drafted in Finnish and in English. In the
case of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions shall prevail.