Vaahto Group Plc Oyj - Company Announcement

VAAHTO GROUP HAS AGREED ON CONDITIONAL DEBT FORGIVENESS WITH ITS MAJOR CREDITORS AND ISSUES SHARES IN A TARGETED ISSUE

Helsinki, Finland, 2015-02-16 09:00 CET (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC
OYJ STOCK EXCHANGE RELEASE 16  FEBRUARY 2015 at 10:00 am 

VAAHTO GROUP HAS AGREED ON CONDITIONAL DEBT FORGIVENESS WITH ITS MAJOR
CREDITORS AND ISSUES SHARES IN A TARGETED ISSUE 

Vaahto Group has on 16 February 2015 agreed with its major creditors on an
arrangement the purpose of which is the strengthening of the company's
financial standing and the securing of the continuance of the company's
operations. At the same time, Vaahto Group issues 10,000,000 new shares at a
subscription price of EUR 0.25 per share in a targeted share issue. 

By the agreement, the creditors have undertaken to forgive the company's debts
in an amount of EUR 3,850,000, to convert the debts to subordinated capital
loans in an amount of EUR 1,175,000 and to grant the company a repayment
holiday on such creditors' receivables until 30 June 2016, each on the
condition that a EUR 2,500,000 equity injection is paid to the company's bank
account. 

In order to implement the arrangement, the board of directors of the company
resolved in its meeting convening on 15 February 2015 on a share issue in which
the company offered up to 10,000,000 new shares for subscription. In the share
issue, Mikko Laakkonen, HML FINANCE OY and Nemea Credit Opportunities Fund,
managed by Nemea Alternative Investment Funds (SICAV) Ltd, subscribed to
3,000,000 shares each and Lombard International SA:n PCP 34443 subscribed to
1,000,000 shares. The subscription price of each share was EUR 0.25. The
investors subscribed for all the offered shares. 

The subscription price was determined based on negotiations between the company
and the investors. In determining the subscription price the financial standing
of the company and opportunities for alternative means of financing have been
taken into account. Due to the company's critical liquidity situation and the
demands of the company's creditors, it would not have been possible to continue
the company's operations without an equity injection of at least than EUR
2,500,000. Based on negotiations with investors, it has become clear that it
would not have been possible for the company to attract new equity financing on
terms more favourable to the company. 

It has not been possible for the company to implement a rights issue while
retaining its solvency. Thus the continuance of the company's operations has
necessitated implementing the share issue as a targeted share issue. Pursuant
to the share issue resolution, the grounds for deviating from the pre-emptive
subscription rights of the shareholders were the strengthening of the company's
financial standing and the securing of the continuance of the company's
operations. 

The shares shall be paid to the company in cash no later than on 18 February
2015. After having received the subscription payments, the company will file an
application to have the shares registered with the Trade Register. The company
will apply for the listing of the shares at the latest within one year from the
issuance of the shares. In connection with the application, the company will
publish a listing prospectus in accordance with the Finnish Securities Market
Act and the EU Prospectus Regulation. 



In Lahti 16.2.2015

VAAHTO GROUP PLC OYJ

Board of Directors


         Additional information:
         Reijo Järvinen, Chairman of the Board of Directors, Vaahto Group Plc
Oyj +358 400 715968