Valoe Oyj - Company Announcement

THE RESULT OF THE CONVERTIBE BOND I/2015 OF VALOE CORPORATION: THE CONVERTIBLE BOND HAS BEEN FULLY SUBSCRIBED. VALOE’S EQUITY RATIO INCLUDING CAPITAL LOANS IS ESTIMATED TO INCREASE TO CA. 30 PER CENT.

Valoe Corporation                                                              
                Stock Exchange Release 9 October 2015 at 12.15 Finnish time 



THE RESULT OF THE CONVERTIBE BOND I/2015 OF VALOE CORPORATION: THE CONVERTIBLE
BOND HAS BEEN FULLY SUBSCRIBED. VALOE'S EQUITY RATIO INCLUDING CAPITAL LOANS IS
ESTIMATED TO INCREASE TO CA. 30 PER CENT. 

Valoe Corporation has received subscriptions for the maximum amount of the
Convertible Bond I/2015 i.e. EUR 7.7 million. Out of the subscriptions, a total
of ca. EUR 5.0 million was paid by setting the subscription price off against
the subscribers' receivables from the company. During the subscription period
of the Convertible Bond new investments of ca. EUR 2.7 million paid in cash,
including the short-term loans taken by Valoe after the beginning of the
subscription period and converted to the Convertible Bond, were made in the
company. 

As the Convertible Bond has been fully subscribed Valoe's equity ratio
including capital loans is estimated to increase to ca. 30 per cent. 

The Board of Directors of Valoe has today approved all subscriptions for the
Convertible Bond. 

One loan share of EUR 0.01 pursuant to the Promissory Note entitles the
Promissory Note Holder to subscribe for one new share. Based on the
subscriptions made pursuant to the loan shares Valoe shall issue a maximum
amount of 770,000,000 new Valoe shares. The loan period and the conversion
period expire on 1 August 2018. 

The amended terms and conditions of the Convertible Bond, without technical
appendices, are attached to this release as Attachment 1. 



In Mikkeli 9 October 2015

Valoe Oyj

Board of Directors



For more information please contact:
Iikka Savisalo, President and CEO, Valoe Corporation, tel. +358 40 521 6082,
iikka.savisalo@valoe.com 

Distribution:
NASDAQ OMX, Helsinki
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. 



 ATTACHMENT 1.

TERMS OF THE CONVERTIBLE BOND 1/2015 OF VALOE CORPORATION

The Board of Directors of Valoe Corporation (hereinafter the Company) has,
based on the authorization granted to it on 29 April 2015, resolved to take
loan (Convertible Bond 1/2015) so that the Company issues other special rights
entitling to the shares pursuant to Chapter 10 of the Finnish Companies Act in
the form of loan shares to the lenders of the loan so that the lenders shall
have the right to subscribe for the Company's sharesbased on the respective
special rights and that the lenders shall have the right to pay the
subscription price of the shares by setting it off against the loan receivable
referred to in this document (hereinafter Convertible Bond) in accordance with
the following terms: 

I TERMS OF THE CONVERTIBLE BOND

1. Principal of the Convertible Bond

The total principal amount of the Convertible Bond is EUR 7,700,000.00 at the
most. 


2. Subscription Right for the Convertible Bond and Loan shares

The Company shall take the loan referred to in this Convertible Bond and shall
issue simultaneously against the loan with maximum amount of 770,000,000 loan
shares free of charge. The number of loan shares to be issued shall be one (1)
loan share against each subscribed loan capital amount of EUR 0.01. 

The Convertible Bond is issued for subscription, in deviation from the
shareholders' pre-emptive subscription rights, to the parties separately
approved by the Board of Directors. 

The Convertible Bond can also be subscribed against the undisputed loan
receivable of min. EUR 100,000 from the Company during the subscription period
of the Convertible Bond by converting the loan capital and/or interest
receivable into the Convertible Bond in accordance with the terms of this
Convertible Bond. The minimum subscription of the Convertible Bond shall be EUR
100,000 that can be converted into 10,000,000 new shares of the Company in
accordance with the terms of this Convertible Bond. 

The shareholders' pre-emptive subscription rights are deviated from as the
special rights are issued in the form of loan shares to secure financing
required to strengthen the capital structure of the Company cost effectively
and considering the size of the financing. Thus, there is from the Company's
point of view a weighty financial reason to issue the special rights. 


3. Subscription Period and Venue for Subscription of the Convertible Bond

Such parties who are interested in subscribing for the Convertible Bond are
asked to sign and submit the subscription form attached as Appendix 1 to this
Convertible Bond by 6:00 pm on 9 October 2015 to the Company in accordance with
the instructions included in the form. The Board of Directors of the Company
has the right to approve or disapprove a subscription. The Board of the
Directors of the Company has the right to approve subscriptions at any time
during the subscription period. In the event the Convertible Bond shall be
over-subscribed, the Board of Directors of the Company shall resolve on the
allocation between the subscribers. 

 The Board of Directors of the Company has the right to discontinue the
subscription period of the Convertible Bond at any time. 


4. Loan Period of the Convertible Bond and Repayment

The Convertible Bond shall be paid to the Company's bank account Nordea Bank
Finland Plc IBAN: FI21 2185 1800 1271 11, BIC: NDEAFIHH at the latest on 9
October 2015. The loan period shall commence on the payment date and expire on
1 August 2018 (hereinafter the Maturity Date) on which date the Convertible
Bond shall expire to be repayable in its entirety in accordance with these
terms of the loan. 


5. Interest of the Convertible Bond

As of the date of withdrawal an annual interest of eight (8) percent shall be
paid to the capital of the Convertible Bond. The interest shall be added in the
loan capital annually once a year on 30 July. An interest shall not be paid to
capitalized interest. The interest shall be paid in shares at the end of the
loan period so that an interest amount of EUR 0.01 shall be converted to one
new share of the Company. 

The last interest period shall end on 30 July 2018. The interest shall be
calculated based on the real interest days divided with 365 days. 

Upon the due date of the Convertible Bond on 1 August 2018, all the interests
from the loan period shall also due fall and to be paid in shares on 1 August
2018. 

In the event the date of interest payment is not a banking day, the interest
shall be paid in shares on the following banking day. Interest shall be paid
only in accordance with the provisions of the Finnish Companies Act. 


6. Promissory Note of the Convertible Bond

The Company shall issue to the subscriber of the Convertible Bond (hereinafter
Promissory Note Holder) a promissory note (hereinafter Promissory Note)
referred to in the Appendix 2. 


7. Transferability of the Promissory Note

The Promissory Note cannot be transferred without consent of the Company.


8. Right to Participate in the Forthcoming Share Issues by Reduced Subscription
Price 

A Promissory Note Holder shall be entitled to participate, by at least the
amount corresponding the percentual shareholding of the Company's shares at
that time, in potential future share issues arranged by the Company in which
the subscription period shall terminate at the latest on 1 August 2018 by
subscribing the shares at the subscription price that is 20 per cent lower
compared to the subscription price offered in the respective share issues. 


9. Capital Loan

The Convertible Loan is a capital loan referred to in Chapter 12, section 1 of
the Finnish Companies Act that shall be booked in the Company's balance sheet
as a separate entry. The principal of the Convertible Loan shall be repaid and
interest on the principal shall be paid only in accordance with the provisions
regarding capital loans in the Finnish Companies Act. The company or its
subsidiary shall not post security for the payment of the principal and
interest. 


10. Other

For the delivery of the notifications based on this Convertible Bond, the
Promissory Note Holder shall inform the Company his/her/its postal address as
from time to time. The Promissory Note Holder shall, as per request of the
Company, submit to the Company all necessary information with regard to the
Promissory Note and its administration. 


II TERMS FOR SHARE SUBSCRIPTION AND CONVERSION RIGHT

1. Conversion Right and Conversion Ratio

The Promissory Note Holder is entitled to convert the Promissory Note into the
shares of the Company in accordance with the terms described below. One (1)
loan share of EUR 0.01 pursuant to the Promissory Note entitles the Promissory
Note Holder to subscribe for one (1) new share of the Company. Based on the
subscriptions made pursuant to the loan shares the Company shall issue a
maximum amount of 770,000,000 new Company shares. The Company has one (1) class
of shares. 

The subscription price of one (1) new share of the Company shall be 0.01 euro
per share. The subscription price has been set on a level that shall be
considered to be reasonable for all shareholders considering the price level of
the Company's share during the last three (3) months and necessity to secure
successful issuance of the Convertible Bond, on the other hand. Upon using the
conversion right a portion corresponding to the subscription price of a share
shall be set off against the unpaid capital of the Convertible Bond. The
subscription price of the shares shall be entered in entirety into the reserve
for invested unrestricted equity. 


2. Conversion Period and Process Regarding Use of the Conversion Right

The Promissory Note Holder shall have the right to convert the Promissory Note
into the Company's shares during the conversion period (subscription period of
the shares) which commences on 1 August 2015 and which terminates on 1 August
2018. 

The conversion of the Promissory Note into the shares shall take place pursuant
to the subscription rules in accordance with the Finnish Companies Act. The
Promissory Note Holder shall present to the Board of Directors of the Company
the written conversion request as attached in the Appendix 3 which shall
constitute the subscription of new shares. 

When the Board of Directors has received the conversion request and the
Promissory Note Holder has assigned the Promissory Note to the Company, the
Board of Directors shall approve the subscription of new shares in accordance
with the Convertible Bond. Within 30 (thirty) days from the presentation of the
conversion request the Company shall file the Companies Register notification
with regard to entering the new shares to the Companies Register. 


3. Shareholder Rights

The new shares of the Company, which have been subscribed for by using the
conversion right of the Convertible Bond, shall have the similar rights with
the Company's shares issued previously from the moment the new shares have been
entered into the Companies Register. 


4. The Rights of the Promissory Note Holder in Certain Special Cases

If the Company during the loan period issues new shares in the share issue
against the payment or issues new stock options or other special rights
entitling to the shares referred to in Chapter 10 of the Finnish Companies Act
so that the shareholders shall have the pre-emptive subscription right, the
Promissory Note Holder shall have the same or equal right as a shareholder.
Equality is reached by the mean resolved by the Board of Directors of the
Company by giving to the Promissory Note Holder the same priority for the
subscription of share and/or convertible bond and/or stock option, and/or the
exchange ratio of the Convertible Bond will be adjusted and/or the Promissory
Note Holder is given right to convert the Promissory Note to the shares during
the other time period than referred to in Section II.2 or by combining manners
of proceeding referred to above. 

If the Company during the loan period issues new shares free of charge, the
exchange ratio of the Convertible Bond shall be adjusted so that the percentual
share of the shares to be converted by the Convertible Bond compared to all
shares shall remain unaltered except for the part that the new number of shares
to be converted by the Promissory Note would be a fraction. In the event that
the above mentioned division would not be even, the highest round figure that
will fulfill the division to the whole shares will be applied. 

If the Company during the loan period resolves to acquire or redeem its own
shares or stock options or other special rights entitling to the shares
pursuant to the Chapter 10 of the Finnish Companies Act through an offer
directed to all shareholders or holders of the above mentioned rights, an equal
offer shall be made to the holder of the Promissory Note. The redemption or
acquisition of the shares and stock options or other special rights entitling
to the shares referred to in Chapter 10 of the Finnish Companies Act shall thus
be directed to the conversion rights of the Promissory Note pursuant to the
resolution of the Board of Directors. Otherwise acquisition or redemption of
own shares and stock options and other special rights entitling to the shares
referred to under Chapter 10 of the Finnish Companies Act shall not require any
actions from the Company with regard to the Promissory Note. 

If the Company during the loan period distributes its funds in other means than
what has been referred to in the previous section, the Promissory Note Holder
shall not be entitled to participate in the distribution of the funds and the
distribution of the funds shall not require any actions from the Company with
regard to the Promissory Note. 

If the Company is placed into liquidation during the loan period, the
Convertible Bond shall fall due for payment at the moment when placing the
liquidation has been entered into the Companies Register. 

If the Company during the loan period resolves on the merger or division, the
Promissory Note Holders shall be reserved a right, during the time period set
by the Board of Directors of the Company prior to resolution on the mergeror
division, to convert the Promissory Note into shares. Alternatively the
Promissory Note Holders shall be given the right to subscribe for the
convertible bond issued by similar terms by the receiving company so that the
subscription can be made on equal rights compared to the shares of the
receiving company which have been issued to the shareholders pursuant to what
has been resolved on the matter in the merger plan or division plan. After the
above-mentioned time period reserved for the use of the conversion right or
after the end of the subscription period of the new convertible bond, no
conversion right shall exist anymore. 

If a redemption right or redemption obligation of the minority shareholders
referred to under Chapter 18 of the Finnish Companies Act arises, after Company
has received notification on the origin of the redemption right or redemption
obligation, the right to convert the Promissory Note into shares during the
time period resolved by the Board of Directors shall without undue delay be
reserved for the Promissory Note Holders. After the above-mentioned time period
reserved for the use of the conversion right, no conversion right shall exist
anymore. 


5. Disputes

Disputes arising out of this Convertible Bond shall be settled by arbitration
consisting of one arbitrator in accordance with the Rules of the Arbitration
Institute of the Finland Chamber of Commerce. In the event the parties to the
dispute cannot agree on the arbitrator, the Finland Chamber of Commerce shall
appoint the arbitrator. The place of the arbitration shall be Helsinki,
Finland. 


6. Other Issues

The Board of Directors shall be entitled to resolve on any other matter related
to the Convertible Bond and the use of the conversion right. Notifications to
the Promissory Note Holders shall be submitted by letters to the postal
addresses notified to the Company by each of the Promissory Note Holder. A
notification is deemed to have been delivered on the working day following the
date of sending the notification. 

III OTHER MATTERS

1. Other Issues

These terms and conditions have been drafted in Finnish and in English. In the
case of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions shall prevail.