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Listing Prospectus Related to Plc Uutechnic Group Oyj’s Rights Issue and Directed Share Issue has been Approved and Published

VAAHTO GROUP PLC OYJ STOCK EXCHANGE RELEASE, DECEMBER 2, 2015 at 17:30

LISTING PROSPECTUS RELATED TO PLC UUTECHNIC GROUP OYJ’S RIGHTS ISSUE AND DIRECTED SHARE ISSUE HAS BEEN APPROVED AND PUBLISHED

THIS RELEASE INCLUDES PREVIOUSLY UNPUBLISHED INFORMATION

The Finnish Financial Supervisory Authority has today approved a Finnish language listing prospectus (”Prospectus”) relating to Plc Uutechnic Group Oyj’s (”Uutechnic” or “Company” or “Group”) share issues. The terms and conditions of the rights issue can be found as appendix to this release. The approved prospectus written in Finnish language is available at www.aptela.fi/sijoittajat. The rights issue commences on December 4th and ends on December 18th. The Finnish Financial Supervisory Authority has granted the Company a permission to publish the Prospectus prior the subscription period commences, deviating from the regulated publishing schedule.

The Prospectus contains previously unreleased information regarding the group’s outlook, Uutechnic’s historical financial information, and new group’s pro forma-financial information.

Outlook

Vaahto Group’s reporting in its current form has ended on October 30th when Vaahto Group’s extraordinary general meeting decided on the pending transaction and related refinancing arrangement. In the financial statements for a period ending December 31st, the group consolidation involves Uutechnic for the whole 12 months, while Vaahto Group is consolidated for two last months of 2015. The outlook given by Vaahto Group on August 28th 2015 concerning the entity that does not prevail anymore is not considered valid any longer. The Company shall not publish outlook for 2015.

The most notable factors considered having impact on the group’s future are the approval of the pending transaction on October 30th, related rights issue and directed share issue, and refinancing arrangement with the company’s financiers. These measures improve the group’s financial position, strengthens balance sheet, and enable focusing on the development of business.

The Company has launched a strategic planning process that focuses on changes and measures needed to materializing identified synergies and increasing sales. The planning process aims at finding ways to improve productivity and profitability. The company has informed its customers about the transaction involving Vaahto Group and Uutechnic.

Uutechnic Oy

The following tables include financial information on Uutechnic Oy for fiscal years ending on December 31st 2014 and December 31st 2013, and for a period of January 1st – June 30th 2015. Uutechnic’s audited financial statements have been prepared according to Finnish Accounting Standards (“FAS”). Financial statements concerning fiscal year 2014 and financial information concerning period January 1st – June 30th have been prepared according to international IFRS-standards (“IFRS”). Financial statements concerning fiscal year 2014 has been audited. The items in income statement or balance sheet that are excluded in the transaction have been classified as discontinued operations. The excluded items comprise buildings, land, and cash that are valued at book value. In addition, the excluded items include financial investments that are valued at fair value according to IAS 39. The liabilities related to excluded items is deferred tax liability related to financial investments.

The excluded items include also the premises that are used in Uutechnic’s business operations.  The depreciation related to these assets have been eliminated in the income statement and replaced by rental payments. The rental payment for these premises is EUR 180 000 per annum. The financial information presented below does not include all the information presented in Uutechnic’s financial statements.

 

 

 

Uutechnic, Income statement
1000 EUR

IFRS

1.1.–30.6.2015

Unaudited

IFRS

1.1.–31.12.2014

Audited

IFRS

1.1.–31.12.2013

Unaudited

Sales

1 681

2 294

3 453 

 

Change in inventories

52

-235

148

Other income

12

47

0

Materials & services

-705

-799

-1 629

Personnel expenses

-450

-828

-855

Depreciation

-26

-65

-82

Other expenses

-186

-430

-393

Operating profit / loss

379

-15

640

 

Financial income

0

0

0

Financial expenses

0

0

0

Profit / loss before taxes

379

-15

641

 

Taxes

-82

4

-154

Profit / loss from continued operations

297

-11

486

 

Discontinued operations
Profit / loss from discontinued operations

185

501

234

Profit / loss for the period

482

489

721

 

 

 

 

Uutechnic, balance sheet
EUR 1000

IFRS

30.6.2015

Unaudited

IFRS

31.12.2014

Audited

IFRS

31.12.2013

Unaudited

Intangible assets

5

11

22

Tangible asssets

142

162

220

Long term investments

0

0

0

Fixed assets

147

173

242

Inventories

298

219

418

Sales receivables

425

279

189

Deferred tax asset

0

31

37

Cash & equivalents

315

87

584

Current assets

1 038

616

1 229

Assets available for sale

5 537

5 871

5 482

 

 

Total assets

6 723

6 660

6 954

Share capital

17

17

17

Accumulated profits

5 655

5 872

6 023

Total equity

5 671

5 889

6 049

Payables

803

575

787

Deferred tax liability

20

0

Provisions

14

23

35

Current assets

837

598

821

Liabilities available for sale

214

174

83

 

 

 

 

Total equity & liablities

6 723

6 660

6 954

 

 

 

 

 

 

Uutechnic, key ratios

 

EUR 1000

IFRS

1.1.–30.6.2015

Unaudited

IFRS

1.1.–31.12.2014

Unaudited

IFRS

1.1.–31.12.2013

Unaudited

Sales

1 681

2 294*

3 453

Operating profit / loss

379

-15*

640

% of sales

22,5 %

-0,7 %

18,5 %

Profit / loss before taxes

379

-15*

641

% of sales

22,5 %

-0,7 %

18,6 %

Profit / loss for the period

297

-11*

486

% of sales

17,6 %

-0,5 %

14,1 %

ROE %

8,2 %

8,1 %

11,1 %

ROI %

9,3 %

7,9 %

10,2 %

Equity ratio  %

84,4 %

88,4 %

87,0%

Current ratio

1,2

1,1

1,50

Gearing

0

0

0

Capital Expenditure

0

0

0

% of sales

0,00 %

0,00 %

0,0 %

Total assets

6 723

6 660*

6 954

Nr. Of personnel

14

14

13

*)Audited figure

 

Pro forma –financial information

The Prospectus contains new group’s pro forma-financial information on June 30th 2015 and concerning fiscal year 2014. Pro forma-financial information concerns the post transaction Group. The assets and financial statement items that are excluded from the transaction are not included in the pro forma-financial information. AP-Tela has been reclassified as a continued operation unlike in figures published Vaahto Group in 2015 and 2014.  The rationale behind this reclassification is that both parties of the transaction are considering viable to analyse alternatives for utilising AP-Tela’s operations as part of new group after the transaction.

Pro forma-income statement is presented in the table below. In preparing pro forma-financial information, the acquisition is considered as a reverse acquisition according to IFRS 3.

Group income statement
EUR 1000

 

 

Pro forma, in which AP-Tela is reclassified as continued operation and Uutechnic has demerged into Uutechnic-Capital & Uutechnic-Business

PLC Uutechnic Group

 

1.1.-30.6.2015

1.1.-31.12.2014

Continued operations
Sales

13 895

26 761

Operating profit / loss

-1 131

-1 930

Financial income

3 960

3 037

Financial expenses

-532

-1 152

 

 

Profit / loss after taxes

2 297

-45

 

 

 

Profit / loss from continued operations

2 258

-115

 

 

Discontinued operations

 

 

Profit / loss from discontinued operations

30

-2 935

 

 

Profit / loss for all operations

2 289

-3 050

 

 

Profit / loss for the period

2 289

-3 055

 

 

 

Group balance sheet
EUR 1000
Pro forma, in which AP-Tela is reclassified as continued operation and Uutechnic has demerged into Uutechnic-Capital & Uutechnic-Business

PLC Uutechnic Group

30.6.2015

Assets
Fixed assets

11 919

Current assets

13 973

Assets available for sale

0

Total assets

25 892

Equity & liabilities
Equity

9 416

Long term liabilities

2 814

Short term liabilities

13 662

Liabilities available for sale

0

Total equity & liabilities

25 892

 

Helsinki, December 2, 2015

PLC UUTECHNIC GROUP OYJ

Board of Directors

 

Additional information:
Mr. Sami Alatalo, Chairman of the Board  +358 40 826 2066

 

 

Appendix: Terms and Conditions of Share Issues

 

 

Appendix

TERMS AND CONDITIONS OF SHARE ISSUEs

 

This is a translation from the original Finnish text. The original Finnish text is decisive.

Terms and conditions of the Rights Issue

 

1.                          Subscription right

In the rights issue Vaahto will offer a maximum of 9,985,850 new shares.

The shares will be offered to the shareholders to subscribe on a pro rata basis. Every Vaahto shareholder who is registered as a shareholder in the list of Vaahto’s shareholders kept by Euroclear Finland Ltd on the Record Date of November 3, 2015.

Every Vaahto shareholder will receive one (1) assignable subscription right (”Subscription Right”) in book-entry form per each share they hold (ISIN code FI4000178215, trading code UUTECU0115). A shareholder or person to whom Subscription Rights have been assigned is entitled to subscribe for five (5) new shares for each eight (8) Subscription Rights by paying the share-specific subscription price. Fractions of shares cannot be subscribed for, and eight (8) Subscription Rights are required for recording every five (5) new shares. Any treasury shares held by the Company do not entitle to Subscription Rights.

Unused Subscription Rights will expire at the end of the subscription period on December 18, 2015.

Mikko Laakkonen, Hannu Laakkonen or companies in their control have undertaken to subscribe all shares that have not been subscribed for on the basis of Subscription Rights during the subscription period at a subscription price of EUR 0.25 per share.

2.                          Subscription price and payment of subscription

The subscription price is EUR 0.25. The subscription price will be recorded in its entirety in the invested unrestricted equity reserve. The full subscription price must be paid in connection with the subscription as instructed by the subscription place or account operator.

3.                          Subscription period

The subscription period begins at 10:00 a.m. on December 4, 2015, and ends at 5:00 p.m. on December 18, 2015. Account operators can set time limits for subscriptions expiring before the end of the Subscription Period. Subscriptions will be accepted at the subscription places [or subscription place?] during their normal business hours.

4.                          Subscription place

FIM Sijoituspalvelut Oy’s customer service acts as the subscription venue for the stock issue during its opening hours. FIM Sijoituspalvelut Oy’s contact information: Tel. +358 (09) 6134 6250, E-mail asiakaspalvelu@fim.com

In addition, the account managers, who have made a contract with FIM Sijoituspalvelut Oy to act as intermediaries for the subscriptions, will be accepting subscription commissions.

5.                          Subscribing Rights Issue shares with subscription rights

A holder of subscription rights can take part in the Rights Issue by subscribing shares using Subscription Rights in their book-entry account and paying the subscription price. Holders of subscription rights who does not receive instructions for subscribing may contact FIM Investment Services Ltd.

Subscribers whose shares or Subscription Rights are held through a nominee must submit their subscription assignments in accordance with the instructions given by their custodial nominee account holder.

Incomplete, incorrect, partially paid or wholly unpaid subscriptions can be rejected. In such cases, the subscription payment will be refunded to the subscriber, and no interest is paid on the refunded amount. Subscriptions are binding, and they cannot be modified or cancelled otherwise than in accordance with section 6 “Cancellation of subscriptions under certain circumstances” of terms and conditions.

6.                          Cancellation of subscriptions under certain circumstances

In accordance with the Finnish Securities Market Act (14.12.2012/746, as amended), a mistake or inaccuracy in the offering circular or material new information appearing between the time the offering circular was approved and the time when the offer expires or trading in the securities in a regulated market begins must be disclosed to the public without undue delay by publishing a correction or supplement of the offering circular in the same way as the offering circular. Investors who have already agreed to subscribe for securities before the correction or supplement of the offering circular is published must be given the right to withdraw their subscription within no less than two (2) banking days after the supplement has been published. The cancellation right also requires that the mistake, inaccuracy or material new information referred to above has emerged before the securities have been delivered to the investors.

The Company will announce the measures related to any cancellation of subscriptions in a stock exchange release at the same time with supplementing the offering circular.

7.                          Trading in the Subscription Rights

The Subscription Rights will be subject to public trading on the Helsinki Stock Exchange between December 4, 2015, at 10:00 a.m. and December 14, 2015, at 6:30 p.m. Subscription Rights may be purchased or sold by issuing a sale or purchase assignment to one’s own book-entry custodian or securities dealer.

8.                          Trading in the Rights Issue shares

The shares subscribed in the Rights Issue will be recorded on the subscriber’s book-entry account after the registration of the subscription as interim shares (ISIN-code FI4000178223, trading code UUTECN0215) corresponding to the Rights Issue shares. The interim shares are expected to be subject to public trading as of 21.12.2015. The interim shares are expected to be combined with the existing shares of the Company (ISIN code FI0009900708) on week 53 in 2015.

9.                          Fees and expenses

No transfer tax or service fees will be charged for subscribing for the offered shares. Account custodians, fiduciaries and securities dealers may charge a commission on trading the Subscription Rights in accordance with their price lists. Account custodians and fiduciaries also charge a fee for maintaining the book-entry account and safekeeping the shares in accordance with their price lists.

10.                       Documents available for review

The documents referred to in chapter 5, section 21 of the Finnish Limited Liability Companies Act are available for review on the Company’s website at www.vaahto.fi/sijoittajat.

11.                       Applicable law and resolution of disputes

The Rights Issue and offered shares shall be governed by the laws of Finland. Any disputes arising from the Rights Issue shall be settled by the court of jurisdiction in Finland.

12.                       Unsubscribed shares

Shares not subscribed in the Rights Issue will be allocated to Mikko Laakkonen, Hannu Laakkonen or companies in their control that have underwritten the issue.  Shares issued on the basis of the underwriting shall be subscribed and paid on December 22, 2015, at the latest.

13.                       Other issues

The Company has not engaged in any measures to register or validate the subscription rights, temporary shares, shares created through rights offering or the rights offering. In addition, the Company has taken no measures to offer the shares outside Finland or to offer the shares for persons whose participation in the rights offering would require actions other than stated in the Finnish law or would require additional prospectus. Legislation in some countries might present some restrictions in participating in the share offering.

The new shares will entitle their holders to full dividends distributed by the Company and other shareholder rights in the Company as of their registration with the Trade Register.

The Board of Directors of the Company will decide on the acceptance of subscriptions, other issues relating to the Rights Issue and practical matters relating to them. Company’s board can make technical changes and additions to the contract terms, as well as extend the subscription period.

Mikko Laakkonen, Hannu Laakkonen and HML Finance Oy have undertaken not to assign shares subscribed by them in this share issue before December 31, 2016.