Valoe Oyj - Other information disclosed according to the rules of the Exchange

VALOE CORPORATION'S OFFERING TO SIGNIFICANT CREDITORS OF THE COMPANY; THE COMPANY HAS RECEIVED CONDITIONAL SUBSCRIPTION UNDERTAKINGS IN THE TOTAL AMOUNT OF EUR 8.6 MILLION ON THE SHARE SUBSCRIPTIONS TO BE PAID BY SETTING OFF RECEIVABLES AND

Valoe Corporation                        Stock Exchange Release 20 December 2017 at 21.25 Finnish time

Not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, Singapore, South Africa or the United States or any other country where distribution or disclosure would be against law.

VALOE CORPORATION'S OFFERING TO SIGNIFICANT CREDITORS OF THE COMPANY; THE COMPANY HAS RECEIVED CONDITIONAL SUBSCRIPTION UNDERTAKINGS IN THE TOTAL AMOUNT OF EUR 8.6 MILLION ON THE SHARE SUBSCRIPTIONS TO BE PAID BY SETTING OFF RECEIVABLES AND UNCONDITIONAL SUBSCRIPTION UNDERTAKINGS IN THE TOTAL AMOUNT OF EUR 0.8 MILLION ON THE SHARE SUBSCRIPTIONS TO BE PAID BY CASH 

The Board of Directors of Valoe Corporation (the "Company") has resolved on the basis of the authorization granted to it by the Company's Extraordinary General Meeting held on 28 November 2017 on a directed share issue (the "Offering") in which the Company shall offer up to 10,000,000 new shares in the Company (the "New Shares") for subscription to all the creditors of the Company (including holders of the convertible loans I/2015 and I/2017) who at the time of subscription hold indisputable receivable amounting to at least EUR 25,000 from the Company (each "Subscriber"). The Board of Directors has approved the terms and conditions of the Offering which are attached to this release in their entirety.

The subscription price for the New Shares can be paid in cash or by set-off against, in the view of the Board of Directors of the Company, indisputable receivables the Subscriber has from the Company at the time of subscription.  The subscription price per New Share shall be EUR 0.98 when the Subscription Price is paid in cash and EUR 1.18 when the subscription price is paid by way of set-off.

Subscription prices have been determined to be sufficiently attractive as estimated by the Board of Directors of the Company in order to allow the largest number of Subscribers to subscribe for shares, both in cash and against their receivables from the Company.

The subscription period of the New Shares shall commence on 21 December 2017 at 8 a.m. Finnish time and end on 15 January 2018 at 6 p.m. Finnish time. The Company shall publish the final result of the Offering after the Board of Directors of the Company has resolved on the approval of the subscriptions.

The purpose of the Offering is to strengthen the Company's balance sheet position and thus improve the financial performance of the Company and to raise new capital to the Company in order to partly finance its working capital needs as well as business operations specified in the business plan of the Company. The Offering is also expected to improve the liquidity of the Company's shares. The objective of the Offering is to collect at the most EUR 1.8 million of new money for the Company.

The New Shares shall be offered to the Subscribers in deviation from the pre-emptive subscription right of the shareholders of the Company. The reason for deviating from the shareholder's pre-emptive subscription right is the strengthening of the Company's balance sheet position, improving the financial performance of the Company and partly financing of its working capital needs as well as business operations specified in the business plan in a cost-effective manner. Based on these grounds, the Board of Directors of the Company considers there to be a weighty financial reason to deviate from the shareholders' pre-emptive subscription right as referred to in Section 9, Article 4:1 of the Companies Act.

At the moment, the Company has conditional subscription undertakings related to the Offering in the total amount of EUR 8.6 million on the share subscriptions to be made by setting off receivables. Such subscription undertakings are conditional there not being a material adverse change in the Company between the signing of the undertaking and the subscription date. In addition, at the moment the Company has unconditional subscription undertakings related to the Offering in the total amount of EUR 0.8 million on the share subscriptions to be paid by cash.

The Company shall apply for the registration of the New Shares with the Trade Register as soon as practically possible after the Board of Directors has approved the subscription of the New Shares. The Company expects the New Shares subscribed acceptably in the Offering to be registered with the Trade Register approximately on 19 January 2018.

The New Shares are applied to be admitted to trading on the stock exchange list of Nasdaq Helsinki Oy approximately on 21 January 2018 together with the other shares of the Company.

 

In Mikkeli on 20 December 2017

Valoe Corporation

BOARD OF DIRECTORS

 

For more information:
CEO Iikka Savisalo, Valoe Corporation
p. 0405216082
email: iikka.savisalo@valoe.com

Distribution:
Nasdaq Helsinki Oy
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.

 

 

Viðhengi:

171220 Valoe Share Issue II Release Appendix I Terms.pdf