Vaahto Group Plc Oyj - Company Announcement

VAAHTO GROUP HAS AGREED ON A CONDITIONAL FINANCING ARRANGEMENT WITH RESPECT TO THE PLANNED CORPORATE TRANSACTION WITH UUTECHNIC OY

VAAHTO GROUP HAS AGREED ON A CONDITIONAL FINANCING ARRANGEMENT INCLUDING DEBT
FORGIVENESS, REFINANCING OF LOANS AND NEW WORKING CAPITAL FUNDS WITH ITS
CURRENT FINANCIERS AND A NEW FINANCIER WITH RESPECT TO THE PLANNED CORPORATE
TRANSACTION WITH UUTECHNIC OY 

VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE 28 OCTOBER 2015



VAAHTO GROUP HAS AGREED ON A CONDITIONAL FINANCING ARRANGEMENT WITH RESPECT TO
THE PLANNED CORPORATE TRANSACTION WITH UUTECHNIC OY 

VAAHTO GROUP HAS AGREED ON A CONDITIONAL FINANCING ARRANGEMENT INCLUDING DEBT
FORGIVENESS, REFINANCING OF LOANS AND NEW WORKING CAPITAL FUNDS WITH ITS
CURRENT FINANCIERS AND A NEW FINANCIER WITH RESPECT TO THE PLANNED CORPORATE
TRANSACTION WITH UUTECHNIC OY 

Vaahto Group has agreed with its key current financiers and a new financier on
an arrangement aiming to refinance the Group and to strengthen the financial
position of the Group. The arrangement includes debt forgiveness, refinancing
of loans and new working capital funds. The financing arrangement is one of the
prerequisites for finalizing the pending transaction, which was announced on
September 3, 2015. 

The Group's parent company's and Japrotek Oy Ab's key current financiers have,
in total, approximately EUR 5.4 million of promissory note and subordinated
loan receivables. According to the agreement, the financiers in question have
undertaken to forgive and to give up the promissory note and subordinated loan
capitals in question against a lump sum payment of EUR 2 million. Other
prerequisites for the arrangement are the payment of any interest accrued on
the said promissory note and subordinated loan receivables up to the date of
the arrangement and any other expenses related to the liabilities, as well as
the payment/release of, or securing by way of collateral approved by the
financiers, all of the said financiers' other receivables, which primarily
consist of bank guarantees related to the Group's business. The finalized
arrangement will have a significant effect on the Group's balance sheet and
financial position. 

In connection with the financial arrangement and pending transaction described
above, Vaahto Group has negotiated the Group's refinancing with a new
financier. As a result of the negotiations, the company has received from the
new financier a binding financing offer which will enable the above-mentioned
lump sum payment of EUR 2 million towards the Group's current financiers'
promissory notes and subordinated loans, as well as the refinancing of any
other receivables. Additionally, the financing offer includes new working
capital funding that will further strengthen the Group's financial position.
The new financier's financing offer is subject to finalization of the pending
transaction as planned, announced on September 3, 2015, as well as of any
related holding arrangements. 

The company has called an Extraordinary General Meeting for October 30, 2015,
to address matters related to the pending transaction between Vaahto Group and
Uutechnic Oy. Also Uutechnic Oy's Extraordinary General Meeting shall be held
at the same day to address the matters related to the transaction. If the
General Meetings approve the pending transaction as expressed in the invitation
to the Extraordinary General Meeting of Vaahto Group, the financing
arrangements described in this bulletin are estimated to be finalized in
November 2015. 

In Helsinki October 28, 2015


VAAHTO GROUP PLC OYJ



Board of Directors




         Additional information:
         Sami Alatalo, Chairman of the Board of Directors of Vaahto Group Plc
Oyj 
         +358 40 826 2066