2015-12-02 16:30:00 CET
2015-12-02 16:30:00 CET
Plc Uutechnic Group Oyj - Prospectus/Announcement of Prospectus
LISTING PROSPECTUS RELATED TO PLC UUTECHNIC GROUP OYJ’S RIGHTS ISSUE AND DIRECTED SHARE ISSUE HAS BEEN PUBLISHED
LISTING PROSPECTUS RELATED TO PLC UUTECHNIC GROUP OYJ'S RIGHTS ISSUE AND
DIRECTED SHARE ISSUE HAS BEEN APPROVED AND PUBLISHED
THIS RELEASE INCLUDES PREVIOUSLY UNPUBLISHED INFORMATION
Helsinki, Finland, 2015-12-02 16:30 CET (GLOBE NEWSWIRE) -- VAAHTO GROUP PLC
OYJ STOCK EXCHANGE RELEASE, DECEMBER 2, 2015 at 17:30
LISTING PROSPECTUS RELATED TO PLC UUTECHNIC GROUP OYJ’S RIGHTS ISSUE AND
DIRECTED SHARE ISSUE HAS BEEN APPROVED AND PUBLISHED
THIS RELEASE INCLUDES PREVIOUSLY UNPUBLISHED INFORMATION
The Finnish Financial Supervisory Authority has today approved a Finnish
language listing prospectus (”Prospectus”) relating to Plc Uutechnic Group
Oyj’s (”Uutechnic” or “Company” or “Group”) share issues. The terms and
conditions of the rights issue can be found as appendix to this release. The
approved prospectus written in Finnish language is available at
www.uutechnicgroup.fi/sijoittajat. The rights issue commences on December 4th
and ends on December 18th. The Finnish Financial Supervisory Authority has
granted the Company a permission to publish the Prospectus prior the
subscription period commences, deviating from the regulated publishing
schedule.
The Prospectus contains previously unreleased information regarding the group’s
outlook, Uutechnic’s historical financial information, and new group’s pro
forma-financial information.
Outlook
Vaahto Group’s reporting in its current form has ended on October 30th when
Vaahto Group’s extraordinary general meeting decided on the pending transaction
and related refinancing arrangement. In the financial statements for a period
ending December 31st, the group consolidation involves Uutechnic for the whole
12 months, while Vaahto Group is consolidated for two last months of 2015. The
outlook given by Vaahto Group on August 28th 2015 concerning the entity that
does not prevail anymore is not considered valid any longer. The Company shall
not publish outlook for 2015.
The most notable factors considered having impact on the group’s future are the
approval of the pending transaction on October 30th, related rights issue and
directed share issue, and refinancing arrangement with the company’s
financiers. These measures improve the group’s financial position, strengthens
balance sheet, and enable focusing on the development of business.
The Company has launched a strategic planning process that focuses on changes
and measures needed to materializing identified synergies and increasing sales.
The planning process aims at finding ways to improve productivity and
profitability. The company has informed its customers about the transaction
involving Vaahto Group and Uutechnic.
Uutechnic Oy
The following tables include financial information on Uutechnic Oy for fiscal
years ending on December 31st 2014 and December 31st 2013, and for a period of
January 1st – June 30th 2015. Uutechnic’s audited financial statements have
been prepared according to Finnish Accounting Standards (“FAS”). Financial
statements concerning fiscal year 2014 and financial information concerning
period January 1st – June 30th have been prepared according to international
IFRS-standards (“IFRS”). Financial statements concerning fiscal year 2014 has
been audited. The items in income statement or balance sheet that are excluded
in the transaction have been classified as discontinued operations. The
excluded items comprise buildings, land, and cash that are valued at book
value. In addition, the excluded items include financial investments that are
valued at fair value according to IAS 39. The liabilities related to excluded
items is deferred tax liability related to financial investments.
The excluded items include also the premises that are used in Uutechnic’s
business operations. The depreciation related to these assets have been
eliminated in the income statement and replaced by rental payments. The rental
payment for these premises is EUR 180 000 per annum. The financial information
presented below does not include all the information presented in Uutechnic’s
financial statements.
Uutechnic, Income statement
----------------
1000 EUR IFRS IFRS IFRS
1.1.–30.6.2015 1.1.–3 1.1.–31.12.2013
Unaudited 1.12.2 Unaudited
014
Audite
d
----------------------------------------
----------------
Sales 1 681 2 294 3 453
Change in inventories 52 -235 148
Other income 12 47 0
Materials & services -705 -799 -1 629
Personnel expenses -450 -828 -855
Depreciation -26 -65 -82
Other expenses -186 -430 -393
--------------------------------------------------------------------------------
Operating profit / loss 379 -15 640
Financial income 0 0 0
Financial expenses 0 0 0
--------------------------------------------------------------------------------
Profit / loss before taxes 379 -15 641
Taxes -82 4 -154
--------------------------------------------------------------------------------
Profit / loss from continued operations 297 -11 486
Discontinued operations
Profit / loss from discontinued 185 501 234
operations
--------------------------------------------------------------------------------
Profit / loss for the period 482 489 721
Uutechnic, balance sheet
EUR 1000 IFRS IFRS IFRS
30.6.2015 31.12.2014 31.12.2013
Unaudited Audited Unaudited
----------------------------------
-----------
Intangible assets 5 11 22
Tangible asssets 142 162 220
Long term investments 0 0 0
------------------------------------------------------------------
Fixed assets 147 173 242
Inventories 298 219 418
Sales receivables 425 279 189
Deferred tax asset 0 31 37
Cash & equivalents 315 87 584
------------------------------------------------------------------
Current assets 1 038 616 1 229
Assets available for sale 5 537 5 871 5 482
==================================================================
Total assets 6 723 6 660 6 954
Share capital 17 17 17
Accumulated profits 5 655 5 872 6 023
------------------------------------------------------------------
Total equity 5 671 5 889 6 049
Payables 803 575 787
Deferred tax liability 20 0
Provisions 14 23 35
------------------------------------------------------------------
Current assets 837 598 821
Liabilities available for sale 214 174 83
==================================================================
Total equity & liablities 6 723 6 660 6 954
Uutechnic, key ratios
EUR 1000 IFRS IFRS IFRS
1.1.–30.6.2015 1.1.–31.12.2014 1.1.–31.12.2013
Unaudited Unaudited Unaudited
-------------------------------------------------
----------------
Sales 1 681 2 294* 3 453
Operating profit / loss 379 -15* 640
% of sales 22,5 % -0,7 % 18,5 %
Profit / loss before taxes 379 -15* 641
% of sales 22,5 % -0,7 % 18,6 %
Profit / loss for the period 297 -11* 486
% of sales 17,6 % -0,5 % 14,1 %
ROE % 8,2 % 8,1 % 11,1 %
ROI % 9,3 % 7,9 % 10,2 %
Equity ratio % 84,4 % 88,4 % 87,0%
Current ratio 1,2 1,1 1,50
Gearing 0 0 0
Capital Expenditure 0 0 0
% of sales 0,00 % 0,00 % 0,0 %
Total assets 6 723 6 660* 6 954
Nr. Of personnel 14 14 13
*)Audited figure
Pro forma –financial information
The Prospectus contains new group’s pro forma-financial information on June
30th 2015 and concerning fiscal year 2014. Pro forma-financial information
concerns the post transaction Group. The assets and financial statement items
that are excluded from the transaction are not included in the pro
forma-financial information. AP-Tela has been reclassified as a continued
operation unlike in figures published Vaahto Group in 2015 and 2014. The
rationale behind this reclassification is that both parties of the transaction
are considering viable to analyse alternatives for utilising AP-Tela’s
operations as part of new group after the transaction.
Pro forma-income statement is presented in the table below. In preparing pro
forma-financial information, the acquisition is considered as a reverse
acquisition according to IFRS 3.
Group income statement
EUR 1000
--------------------------------------------------------------------------------
Pro forma, in which AP-Tela is reclassified as continued PLC Uutechnic
operation and Uutechnic has demerged into Uutechnic-Capital & Group
Uutechnic-Business
--------------------------------------------------------------------------------
1.1.- 1.1.-31.
30.6. 12.2014
2015
--------------------------------------------------------------------------------
Continued operations
Sales 13 26 761
895
--------------------------------------------------------------------------------
Operating profit / loss -1 -1 930
131
Financial income 3 960 3 037
Financial expenses -532 -1 152
--------------------------------------------------------------------------------
Profit / loss after taxes 2 297 -45
--------------------------------------------------------------------------------
Profit / loss from continued operations 2 258 -115
Discontinued operations
Profit / loss from discontinued operations 30 -2 935
--------------------------------------------------------------------------------
Profit / loss for all operations 2 289 -3 050
--------------------------------------------------------------------------------
Profit / loss for the period 2 289 -3 055
Group balance sheet
EUR 1000
--------------------------------------------------------------------------------
Pro forma, in which AP-Tela is reclassified as continued operation PLC
and Uutechnic has demerged into Uutechnic-Capital & Uutechnic
Uutechnic-Business Group
--------------------------------------------------------------------------------
30.6.2015
--------------------------------------------------------------------------------
Assets
Fixed assets 11 919
Current assets 13 973
Assets available for sale 0
--------------------------------------------------------------------------------
Total assets 25 892
Equity & liabilities
Equity 9 416
Long term liabilities 2 814
Short term liabilities 13 662
Liabilities available for sale 0
--------------------------------------------------------------------------------
Total equity & liabilities 25 892
Helsinki, December 2, 2015
PLC UUTECHNIC GROUP OYJ
Board of Directors
Appendix: Terms and Conditions of Share Issues
Appendix
TERMS AND CONDITIONS OF SHARE ISSUEs
This is a translation from the original Finnish text. The original Finnish text
is decisive.
Terms and conditions of the Rights Issue
1. Subscription right
In the rights issue Vaahto will offer a maximum of 9,985,850 new shares.
The shares will be offered to the shareholders to subscribe on a pro rata
basis. Every Vaahto shareholder who is registered as a shareholder in the list
of Vaahto’s shareholders kept by Euroclear Finland Ltd on the Record Date of
November 3, 2015.
Every Vaahto shareholder will receive one (1) assignable subscription right
(”Subscription Right”) in book-entry form per each share they hold (ISIN code
FI4000178215, trading code UUTECU0115). A shareholder or person to whom
Subscription Rights have been assigned is entitled to subscribe for five (5)
new shares for each eight (8) Subscription Rights by paying the share-specific
subscription price. Fractions of shares cannot be subscribed for, and eight (8)
Subscription Rights are required for recording every five (5) new shares. Any
treasury shares held by the Company do not entitle to Subscription Rights.
Unused Subscription Rights will expire at the end of the subscription period on
December 18, 2015.
Mikko Laakkonen, Hannu Laakkonen or companies in their control have undertaken
to subscribe all shares that have not been subscribed for on the basis of
Subscription Rights during the subscription period at a subscription price of
EUR 0.25 per share.
2. Subscription price and payment of subscription
The subscription price is EUR 0.25. The subscription price will be recorded in
its entirety in the invested unrestricted equity reserve. The full subscription
price must be paid in connection with the subscription as instructed by the
subscription place or account operator.
3. Subscription period
The subscription period begins at 10:00 a.m. on December 4, 2015, and ends at
5:00 p.m. on December 18, 2015. Account operators can set time limits for
subscriptions expiring before the end of the Subscription Period. Subscriptions
will be accepted at the subscription places [or subscription place?] during
their normal business hours.
4. Subscription place
FIM Sijoituspalvelut Oy’s customer service acts as the subscription venue for
the stock issue during its opening hours. FIM Sijoituspalvelut Oy’s contact
information: Tel. +358 (09) 6134 6250, E-mail asiakaspalvelu@fim.com
In addition, the account managers, who have made a contract with FIM
Sijoituspalvelut Oy to act as intermediaries for the subscriptions, will be
accepting subscription commissions.
5. Subscribing Rights Issue shares with subscription
rights
A holder of subscription rights can take part in the Rights Issue by
subscribing shares using Subscription Rights in their book-entry account and
paying the subscription price. Holders of subscription rights who does not
receive instructions for subscribing may contact FIM Investment Services Ltd.
Subscribers whose shares or Subscription Rights are held through a nominee must
submit their subscription assignments in accordance with the instructions given
by their custodial nominee account holder.
Incomplete, incorrect, partially paid or wholly unpaid subscriptions can be
rejected. In such cases, the subscription payment will be refunded to the
subscriber, and no interest is paid on the refunded amount. Subscriptions are
binding, and they cannot be modified or cancelled otherwise than in accordance
with section 6 “Cancellation of subscriptions under certain circumstances” of
terms and conditions.
6. Cancellation of subscriptions under certain
circumstances
In accordance with the Finnish Securities Market Act (14.12.2012/746, as
amended), a mistake or inaccuracy in the offering circular or material new
information appearing between the time the offering circular was approved and
the time when the offer expires or trading in the securities in a regulated
market begins must be disclosed to the public without undue delay by publishing
a correction or supplement of the offering circular in the same way as the
offering circular. Investors who have already agreed to subscribe for
securities before the correction or supplement of the offering circular is
published must be given the right to withdraw their subscription within no less
than two (2) banking days after the supplement has been published. The
cancellation right also requires that the mistake, inaccuracy or material new
information referred to above has emerged before the securities have been
delivered to the investors.
The Company will announce the measures related to any cancellation of
subscriptions in a stock exchange release at the same time with supplementing
the offering circular.
7. Trading in the Subscription Rights
The Subscription Rights will be subject to public trading on the Helsinki Stock
Exchange between December 4, 2015, at 10:00 a.m. and December 14, 2015, at 6:30
p.m. Subscription Rights may be purchased or sold by issuing a sale or purchase
assignment to one’s own book-entry custodian or securities dealer.
8. Trading in the Rights Issue shares
The shares subscribed in the Rights Issue will be recorded on the subscriber’s
book-entry account after the registration of the subscription as interim shares
(ISIN-code FI4000178223, trading code UUTECN0215) corresponding to the Rights
Issue shares. The interim shares are expected to be subject to public trading
as of 21.12.2015. The interim shares are expected to be combined with the
existing shares of the Company (ISIN code FI0009900708) on week 53 in 2015.
9. Fees and expenses
No transfer tax or service fees will be charged for subscribing for the offered
shares. Account custodians, fiduciaries and securities dealers may charge a
commission on trading the Subscription Rights in accordance with their price
lists. Account custodians and fiduciaries also charge a fee for maintaining the
book-entry account and safekeeping the shares in accordance with their price
lists.
10. Documents available for review
The documents referred to in chapter 5, section 21 of the Finnish Limited
Liability Companies Act are available for review on the Company’s website at
www.vaahto.fi/sijoittajat.
11. Applicable law and resolution of disputes
The Rights Issue and offered shares shall be governed by the laws of Finland.
Any disputes arising from the Rights Issue shall be settled by the court of
jurisdiction in Finland.
12. Unsubscribed shares
Shares not subscribed in the Rights Issue will be allocated to Mikko Laakkonen,
Hannu Laakkonen or companies in their control that have underwritten the issue.
Shares issued on the basis of the underwriting shall be subscribed and paid on
December 22, 2015, at the latest.
13. Other issues
The Company has not engaged in any measures to register or validate the
subscription rights, temporary shares, shares created through rights offering
or the rights offering. In addition, the Company has taken no measures to offer
the shares outside Finland or to offer the shares for persons whose
participation in the rights offering would require actions other than stated in
the Finnish law or would require additional prospectus. Legislation in some
countries might present some restrictions in participating in the share
offering.
The new shares will entitle their holders to full dividends distributed by the
Company and other shareholder rights in the Company as of their registration
with the Trade Register.
The Board of Directors of the Company will decide on the acceptance of
subscriptions, other issues relating to the Rights Issue and practical matters
relating to them. Company’s board can make technical changes and additions to
the contract terms, as well as extend the subscription period.
Mikko Laakkonen, Hannu Laakkonen and HML Finance Oy have undertaken not to
assign shares subscribed by them in this share issue before December 31, 2016.
Additional information:
Mr. Sami Alatalo, Chairman of the Board +358 40 826 2066
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