Plc Uutechnic Group Oyj - Company Announcement

THE BOARD OF DIRECTORS OF PLC UUTECHNIC GROUP OYJ RESOLVED ON A SHARE ISSUE DIRECTED TO THE PERSONNEL AND MANAGEMENT

Helsinki, Finland, 2016-06-06 13:30 CEST (GLOBE NEWSWIRE) -- PLC UUTECHNIC
GROUP OYJ STOCK EXCHANGE RELEASE JUNE 6, 2016 at 14:30 

THE BOARD OF DIRECTORS OF PLC UUTECHNIC GROUP OYJ RESOLVED ON A SHARE ISSUE
DIRECTED TO THE PERSONNEL AND MANAGEMENT 

The Board of Directors of Plc Uutechnic Group Oyj resolved at the meeting, held
6 June 2016, in accordance with authorization given on 28 April 2016 by the
Annual General Meeting, on an issue of maximum 1,000,000 new shares of the
Company. These shares shall be directed to the employees of the Company Group
and to the ordinary members of the Board of Directors of the Company. 

The objective of the Share Issue is to engage the Company’s employees and the
Company’s management as well as to encourage them to acquire and own Company’s
shares. The Share Issue is in the interest of the Company. Aforementioned
matters constitute a weighty financial reason referred to in the Subsection 1
of the Section 4 of the Chapter 9 of the Finnish Limited Liability Companies
Act to derogate from the shareholders’ pre-emptive subscription right. 

The employees of the Company Group and the members of the Board of Directors of
the Company have the right to subscribe for the shares. The employees of the
Company Group have the right to subscribe an aggregate amount of 800,000 new
shares at maximum. Members of the board of the Company have the right to
subscribe an aggregate amount of 200,000 new shares at maximum. The
subscription right is not transferable. Each subscriber may subscribe any
number of shares, however, the minimum subscription per subscriber shall be
1,000 shares. In case of over-subscription the Board of Directors resolves on
how the shares shall be divided between the subscribers. 

The subscription period of the new shares shall begin 20 June 2016 and end 12
August 2016. 

The subscriber shall pay to the Company 0.50 euro as the subscription price for
each new share. The subscription price shall be recorded into the Company’s
invested unrestricted equity reserve in its entirety. 

The subscription price of the share is equivalent to the approximate price of
the Company’s share in the trade of NASDAQ OMX Helsinki (“Nasdaq Helsinki Stock
Exchange”) counted during the preceding one calendar month before this decision
and reduced by ten percent. 

The shares shall be paid by 12 August 2016.

The shares shall become subject to public trading in NASDAQ Helsinki Stock
Exchange approximately on 1 September 2016. 

The Company shall publish the final result of the share issue approximately on
19 August 2016. 

Plc Uutechnic Group Oyj has 55,963,210 shares at the time of the decision taken
by the Board of Directors. In case all the shares available for issue were
subscribed, the total number of the shares of the Company would increase to
56,963,210 shares, of which the shares subject to the share issue would make
1.76 percent of the total number of shares after the share issue at maximum 

The Offer related to the share issue is enclosed to this Stock Exchange Release
in its entirety. 



PLC UUTECHNIC GROUP OYJ

Martti Heikkilä

CEO



Uutechnic Group is focused on improving the competitiveness of its customers by
providing them with advanced equipment technology and unique service concept
worldwide. The product range includes agitators, different types of pressure
vessels, process- and storage tanks, reactors and heat exchangers. Also
different types of long welded and machined axially symmetrical parts as rolls,
cylinders, tubes and cones. 

The main industries are hydrometallurgy, mining-, pulp and paper-, food-,
fertilizer-, other chemical industries and environmental technology. 

Plc Uutechnic Group’s subsidiaries are AP-Tela Oy, Japrotek Oy Ab, Uutechnic Oy
and Stelzer Rührtechnik International GmbH. 





SHARE ISSUE OF PLC UUTECHNIC GROUP OYJ



OFFER, 6 JUNE 2016



Issuer



Plc Uutechnic Group Oyj (hereinafter ”Company”)

Domicile: Uusikaupunki, Finland

Address: Muottitie 2, 23500 Uusikaupunki

Business identity code: 0520181-3



More information about Plc Uutechnic Group Oyj is available on the Company’s
website: 



www.uutechnicgroup.fi/investors/administration/

www.uutechnicgroup.fi/news-and-media/stock-exchange-releases/



The Company advises prospective investors duly examine the information related
to the Company on the Company’s website. In particular, Company advises the
prospective investors to examine Company’s Annual Report for fiscal period
between 1 January 2015 and 31 December 2015 as well as stock exchange releases
from the present fiscal period. The Company also advises to pay special
attention to those significant risks and uncertainty factors mentioned in the
Annual Report. 



The documents referred to in the Subsection 2 of the Section 21 of the Chapter
5 of the Finnish Limited Liability Companies Act are available for review at
the Company’s head office at Muottitie 2, 23500 Uusikaupunki. 





Share Issue



Authorization of Share Issue by Annual General Meeting



At the Annual General Meeting, held 28 April 2016, it was resolved to authorize
the Board of Directors to decide on a Share Issue regarding new shares. The
authorization remain in effect until the next Annual General Meeting. 

The Board of Directors’ decision on the Share Issue

The Board of Directors resolved at the meeting, held 6 June 2016, in accordance
with above-mentioned authorization, on an issue of maximum 1,000,000 new shares
of the Company. These shares shall be directed to the employees of the Company
Group and to the ordinary members of the Board of Directors of the Company,
according to the terms and conditions presented hereinafter. 

The objective of the Share Issue is to engage the Company’s employees and the
Company’s management as well as to encourage them to acquire and own Company’s
shares. The Share Issue is in the interest of the Company. Aforementioned
matters constitute a weighty financial reason referred to in the Subsection 1
of the Section 4 of the Chapter 9 of the Finnish Limited Liability Companies
Act to derogate from the shareholders’ pre-emptive subscription right. 



Subscription right

The employees of the Company Group and the members of the Board of Directors of
the Company have the right to subscribe for the shares. The employees of the
Company Group have the right to subscribe an aggregate amount of 800,000 new
shares at maximum.Members of the board of the Company have the right to
subscribe an aggregate amount of 200,000 new shares at maximum. The
subscription right is not transferable. 

Each subscriber may subscribe any number of shares, however, the minimum
subscription per subscriber shall be 1,000 shares. In case of over-subscription
the Board of Directors resolves on how the shares shall be divided between the
subscribers. 



Subscription period

The subscription period of the new shares shall begin 20 June 2016 and end 12
August 2016. Subscription shall be performed by returning a signed subscription
list according to the detailed information given by the Company to the
Company’s head office, Muottitie 2, 23500 Uusikaupunki. 

The information required for transferring the shares to the subscriber’s
book-entry account shall be stated in the subscription list. In addition, the
subscriber shall authorize the Company to apply for registration of the shares
to the subscriber’s book entry-account. 



Subscription price

The subscriber shall pay to the Company 0.50 euro as the subscription price for
each new share. The subscription price shall be recorded into the Company’s
invested unrestricted equity reserve in its entirety. 

The subscription price of the share is equivalent to the approximate price of
the Company’s share in the trade of NASDAQ OMX Helsinki (“Nasdaq Helsinki Stock
Exchange”) counted during the preceding one calendar month before this decision
and reduced by ten percent. 

The shares shall be paid by 12 August 2016. The receipt of the payment shall be
enclosed to the subscription list. 



Approval of subscriptions

The Board of Directors shall resolve on the approval of the subscriptions after
the subscription period ends. The subscriber shall be informed of the approved
subscription in writing. The announcement shall be sent by e-mail if the
subscriber has given his/her e-mail at the subscription list. 

The Board of Directors may accept the subscription as it is or reject it
partially or in whole. 

The Board of Directors shall have right to reject the subscription partially or
in whole if the subscription price has not been paid according to these terms
and conditions or the instructions given by the Board of Directors. 



Shareholder’s rights



The new shares shall entitle their holders to dividend and other shareholder
rights in the Company as of their registration with the Trade Register. 

As of their registration, the new shares shall entitle their holders to the
rights equivalent with the right of the other shares in the Company. Each new
share entitles to one vote at the Company’s general meeting. 



Registration of the new shares to the book-entry account

New shares subscribed in the Share Issue shall be issued into circulation as
book-entries in the book-entry system that Euroclear Finland Oy maintains. New
shares shall be registered to the subscriber’s personal book-entry accounts as
of their registration with the Trade Register. The Company shall apply for the
shares to be taken subject to public trading in NASDAQ OMX Helsinki Oy. 

The trading code of the shares is UUTEC and the ISIN code FI0009900708.



Applicable law and resolution of disputes



The Share Issue shall be governed by the laws of Finland. Any disputes arising
from the Share Issue shall be settled by the court of jurisdiction in Finland. 



Language versions



This offer has been drafted in Finnish and English versions. In case of any
discrepancy between the language versions, the Finnish version shall prevail. 





Application of prospectus exemption

The prospectus referred to in the directive 2003/71/EC of the European
Parliament and of the Council on the prospectus to be published when securities
are offered to the public or admitted to trading and amending Directive
2001/34/EC, shall not be published in liaison with the Share Issue and listing
of the shares based on the Sub-section e) of the Section 1 of the Article 4 and
in the Sub-section f) of the Section 2 of the Article 4 of the said directive. 


         Further information: CEO Martti Heikkilä, +358 40 543 1324