Valoe Corporation Stock Exchange release 18 August 2015 at 17.00 Finnish time
VALOE CORPORATION HAS RECEIVED FLAGGING NOTIFICATION FROM OY INGMAN FINANCE AB IN ACCORDACNE WITH CHAPTER 9 SECTION 5 OF THE FINNISH SECURITIES MARKET ACT
Valoe Corporation (hereinafter "Valoe") hereby discloses in accordance with the Finnish Securities Market Act Chapter 9 Section 10 that it has on 18 August 2015 received a flagging notification from Oy Ingman Finance Ab (hereinafter "Ingman Finance") pursuant to the Finnish Securities Market Act Chapter 9 Section 5. Pursuant to the flagging notification of Ingman Finance, its share of all issued Valoe shares and voting rights may exceed 5 per cent as a result of the arrangement described below and which arrangement may thus lead to exceed the flagging notification threshold.
1. Issuer
Valoe Corporation, business ID 0749606-1
2. Person subject to the notification obligation
Oy Ingman Finance Ab, business ID 2241895-0.
3. Grounds for the flagging notification
Arrangement which may result in exceeding the flagging notification threshold of 5 per cent calculated in accordance with the Finnish Securities Market Act Chapter 9 Section 5.
4. Date on which the flagging threshold was exceeded
18 August 2015
5. Flagging threshold that is exceeded
5 per cent of all shares and voting rights in Valoe
6. Arrangement
Ingman Finance has resolved to subscribe for the convertible bond I/2015 (further herein "Convertible Bond") which maximum amount is EUR 5,000,000 and which Valoe has on 29 May 2015 disclosed to issue in order to secure the financing required to strengthen Valoe's capital structure, by converting all the loan shares owned by Ingman Finance in Valoe's Convertible Bond I/2013 together with accrued interest on the loan to Valoe's Convertible Bond I/2015. Against subscription of the Valoe Convertible Bond, Valoe issues simultaneously free of charge in maximum 500,000,000 loan shares. One (1) loan share is issued against each subscription of EUR 0.01 of the loan capital. The minimum subscription amount of the Convertible Bond is one hundred thousand (100,000.00) euro.
According to the terms of the Convertible Bond the holder of the loan shares is entitled to convert the loan shares to Valoe's shares during the conversion period (the subscription period for the shares), which begins on 1 August 2015 and ends on 1 August 2018.
According to the terms of the Convertible Bond one (1) loan share entitles the Convertible Bond holder to subscribe one (1) new Valoe share. Based on the subscriptions made pursuant to the loan shares Valoe shall issue a maximum amount of 500,000,000 new Valoe shares.
The loan period commences on the payment date and expires on 1 August 2018 on which the Convertible Bond expires and is repayable in its entirety in accordance with the loan terms.
Ingman Finance has on 18 August 2015 subscribed for Valoe's Convertible Bond for EUR 705,469.49. On account of the subscription, subject to the approval of the subscription by the Board of Directors, Ingman Finance shall receive 70,546,849 Valoe's loan shares that Ingman Finance may convert to Valoe's shares in accordance with the terms of the Convertible Bond.
Due to the arrangement the number of Valoe shares and voting rights owned by Ingman Finance may rise to the following amounts:
Number of Shares % of the Shares Number of Voting Rights % of Voting Rights
70,546,849 8.2 % 70,546,849 8.2 %
The above mentioned portions have been calculated in relation to the Valoe shares registered with the Finnish Companies Register on 18 August 2015 and related voting rights i.e. 862,472,136 shares and voting rights. The basis for the calculation for the flagging is that Ingman Finance will convert all of the loan shares in the Convertible Bond subscribed by it and that no other holder of loan shares in any convertible bond issued by Valoe or holder of option rights would use any part of their subscription rights.
In Mikkeli 18 August 2015
Valoe Oyj
Iikka Savisalo
President and CEO
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.