Glaston Oyj Abp - Company Announcement

Glaston secures long-term financing

Helsinki, Finland, 2011-02-25 10:00 CET (GLOBE NEWSWIRE) -- GLASTON
CORPORATION, Stock Exchange Release, 25.2.2011 at 11.00 (EET) 

Glaston secures long-term financing

Glaston Corporation (the “Company” or “Glaston”) has signed today the financing
package to provide approximately EUR 84 million to refinance its current
short-term syndicated loan facility, to increase its financial flexibility and
to strengthening its equity. The financing package is comprised of the
following elements: 

EUR 73.7 million will be provided in the form of secured senior debt from
Pohjola Bank plc, Nordea Bank Finland Plc, Pohjola Bank plc and Sampo Bank plc.
The syndicated loan facility has a maturity of three years and the loan
agreement includes typical financial covenants. Payment of dividend will be
conditional on net financial debt to EBITDA ratio of less than 2.75. These
restrictions do not apply to statutory dividends. Glaston's largest
shareholders Oy G.W.Sohlberg Ab and GWS Trade Oy have also separately agreed
not to claim minority dividends as regulated in Chapter 13 Section 7 of the
Finnish Companies Act. 

Approximately EUR 6 million will be provided by issuing new shares in Glaston
and EUR 4.0 million in junior debt with maturity of three years. 

The Board of Directors of Glaston has resolved by virtue of the authorization
granted by the Annual General Meeting on 13 April 2010 to conduct a directed
share issue and to offer a maximum number of 6.8 million new shares for
subscription against payment to experienced and professional Finnish
investors.The share issue in its entirety has been underwritten. Among others,
Varma Mutual Pension Insurance Company ("Varma") and Finnish Industry
Investment Ltd. have provided undertakings to the Company to subscribe for the
shares. 

The subscription price for each share issued in the directed issue is the trade
volume-weighted average price of the Glaston share less 4.9 per cent for a time
period of five days preceding the payment date, i.e. 28 February 2011. New
shares issued in the directed share issue will be registered in the Trade
Register on or about 4 March 2011 and trading in the Main market of NASDAQ OMX
Helsinki Ltd will commence on or about 7 March 2011. 

The Company has filed an application to the Finnish Financial Supervisory
Authority to be granted an exempt from a duty to release a prospectus when an
admission for the Main market is applied for the new shares subscribed in the
directed share issue. 
The terms and conditions of the directed share issue are attached to this stock
exchange release. 

Glaston has also entered into agreement with Varma and Finnish Industry
Investment Ltd. on conversion of Glaston Convertible Loan held by them into
shares in Glaston with the conversion rate EUR 1.30 determined in the terms and
conditions of the Convertible Loan. Thus the amount of the Convertible Loan
held by Varma, EUR 9.0 million, and Finnish Industry Investment, EUR 6.25
million, in total EUR 15.25 million, will be converted into 11,730,768 shares
in Glaston. To compensate Varma and Finnish Industry Investment Ltd. for the
difference of conversion rate and recent share price trading level, Glaston has
agreed to provide the investors 21 cents per share as additional consideration.
This offer will be extended to all Convertible Loan investors. The total issued
amount of Convertible Loan is EUR 30 million. 

The converted amount of the convertible bond will be recorded in reserve for
invested unrestricted equity. In accordance with IAS 32, the compensation to
Varma and Finnish Industry Investment Ltd related to the conversion of the bond
will result in approximately EUR 2.5 million financial expense. However, the
expense has no effect on Glaston's equity. 

The Board of Directors intends to propose the Annual General Meeting to be held
on 5 April 2011 to authorise the Board of Directors to issue new shares. As a
part of contemplated authorisation, the new shares may be issued without
payment for the purpose of aforementioned compensation for the Convertible Loan
investors. Glaston's largest shareholders Oy G.W.Sohlberg Ab and GWS Trade Oy
have separately agreed that they will support the proposal of the share issue
without payment at the Annual General Meeting. 

Pohjola Corporate Finance Ltd. has acted as financial advisor to Glaston
Corporation in structuring and negotiation of the financing package. "This syndicated loan facility will allow Glaston to increase its financial
flexibility and to refinance its current short-term loans. Additional funds and
agreed conversion of Convertible Loan will support Glaston's growth strategy
and strengthen its financial position," says Arto Metsänen, President and CEO
of Glaston Corporation. 



For further information, please contact



Arto Metsänen, President and CEO, phone +358 10 500 6100

Tapio Engström, CFO, Glaston Corporation, tel: +358 10 500 6419.



Glaston Corporation

Arto Metsänen

President and CEO





Glaston Corporation
Glaston Corporation is an international glass technology company and a pioneer
of glass processing technology.Its product range and service network are the
widest in the industry. Glaston's well-known brands are Bavelloni in
pre-processing machines and tools, Tamglass and Uniglass in safety glass
machines, and Albat+Wirsam in glass industry software. 

Glaston's share (GLA1V) is listed on the NASDAQ OMX Helsinki Small Cap List.

Distribution: NASDAQ, OMX, key media, www.glaston.net



This release is not for publication, release or distribution, directly or
indirectly, either in full or partially, in or into the United States, Canada,
Australia, Japan or any other jurisdiction in which the same would be unlawful.
This release is not a direct or indirect offer of securities in the United
States, Canada, Australia, Japan or any other jurisdiction in which the same
would be unlawful or would require prospectus, any related registration or any
other actions according to applicable rules of that jurisdiction. Securities
may not be sold in the United States absent registration with the United States
Securities and Exchange Commission or an exemption from registration under the
U.S. Securities Act of 1933, as amended. Glaston Corporation has not
registered, and does not intend to register any part of the offering in the
United States or to conduct a public offering of securities in the United
States. 

This release does not constitute an offer of any securities in the United
Kingdom. No prospectus has been approved nor will be applied for approval or be
approved for publication in the United Kingdom and hence, this release shall
not cover offering of securities in the United Kingdom. 







APPENDIX



DIRECTED SHARE ISSUE OF GLASTON CORPORATION

TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE



The Board of Directors of Glaston Corporation (the “Company” or “Glaston”) has
resolved by virtue of the authorization granted by the Annual General Meeting
of Shareholders on 13 April 2010 that the Company shall offer a maximum of
6,800,000 new shares for subscription by a directed share issue on the
following terms and conditions: 





1 NUMBER OF SHARES AND SUBSCRIPTION RIGHT

A maximum of 6,800,000 new shares (the “Shares”) shall be offered for
subscription. All the Shares are offered for in deviation from the
shareholders' pre-emption rights to experienced and professional Finnish
investors as decided by the Board of Directors. 



2 SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET

The subscription price of one Share is the trade volume-weighted average price
of the Glaston share less 4.9 per cent for a time period of five days preceding
the payment date of the Shares. The subscription price shall be recorded in
full as an increase in reserve for invested unrestricted equity. 



3 SUBSCRIPTION PERIOD

The subscription period is on 25 February 2011. The subscription of Shares
shall take place at a location determined by the Board of Directors of the
Company. The Board of Directors of the Company has the right to extend the
subscription period. 



4 TERMS OF PAYMENT

The subscription price shall be paid in full to the Company's bank account on
28 February 2011 at the latest. The Board of Directors of the Company may
extend the payment period for subscription price of the Shares if necessary. 





5 RIGHT TO DIVIDEND AND OTHER RIGHTS



The Shares entitle to dividend and other rights in the Company as from the
registration of the new Shares. The Shares will be issued in the Finnish
book-entry system. 





6 REASONS FOR DEVIATING FROM THE SHREHOLDERS' PRE-EMPTION RIGHTS



The pre-emption rights of the shareholders are deviated from since the purpose
of the share issue is to strengthen the Company's capital structure and to
ensure the positive development according to the Company's strategy. 



There are thus weighty financial reasons from the Company's perspective for
deviating from the pre-emption rights of the shareholders as referred to in
Chapter 9, Section 4 of the Finnish Companies Act. 



7 OVER AND UNDER SUBSCRIPTION

In a possible over subscription situation the Company's Board of Directors
shall decide on the applied procedure. In an under subscription situation the
Board of Directors of the Company may decide who will be entitled to subscribe
for the Shares that have been unsubscribed for, and the procedure to be applied
in such subscription. 

The Board of Directors of the Company shall decide on the approval of the Share
subscriptions in accordance with these Terms and Conditions. 



8 OTHER ISSUES

The Board of Directors of the Company shall decide on other issues related to
the directed share issue and the practical arrangements resulting therefrom.

Attachments:

Glaston Financing.pdf