Helsinki, Finland, 2016-06-06 13:30 CEST (GLOBE NEWSWIRE) -- PLC UUTECHNIC GROUP OYJ STOCK EXCHANGE RELEASE JUNE 6, 2016 at 14:30
THE BOARD OF DIRECTORS OF PLC UUTECHNIC GROUP OYJ RESOLVED ON A SHARE ISSUE DIRECTED TO THE PERSONNEL AND MANAGEMENT
The Board of Directors of Plc Uutechnic Group Oyj resolved at the meeting, held 6 June 2016, in accordance with authorization given on 28 April 2016 by the Annual General Meeting, on an issue of maximum 1,000,000 new shares of the Company. These shares shall be directed to the employees of the Company Group and to the ordinary members of the Board of Directors of the Company.
The objective of the Share Issue is to engage the Company’s employees and the Company’s management as well as to encourage them to acquire and own Company’s shares. The Share Issue is in the interest of the Company. Aforementioned matters constitute a weighty financial reason referred to in the Subsection 1 of the Section 4 of the Chapter 9 of the Finnish Limited Liability Companies Act to derogate from the shareholders’ pre-emptive subscription right.
The employees of the Company Group and the members of the Board of Directors of the Company have the right to subscribe for the shares. The employees of the Company Group have the right to subscribe an aggregate amount of 800,000 new shares at maximum. Members of the board of the Company have the right to subscribe an aggregate amount of 200,000 new shares at maximum. The subscription right is not transferable. Each subscriber may subscribe any number of shares, however, the minimum subscription per subscriber shall be 1,000 shares. In case of over-subscription the Board of Directors resolves on how the shares shall be divided between the subscribers.
The subscription period of the new shares shall begin 20 June 2016 and end 12 August 2016.
The subscriber shall pay to the Company 0.50 euro as the subscription price for each new share. The subscription price shall be recorded into the Company’s invested unrestricted equity reserve in its entirety.
The subscription price of the share is equivalent to the approximate price of the Company’s share in the trade of NASDAQ OMX Helsinki (“Nasdaq Helsinki Stock Exchange”) counted during the preceding one calendar month before this decision and reduced by ten percent.
The shares shall be paid by 12 August 2016.
The shares shall become subject to public trading in NASDAQ Helsinki Stock Exchange approximately on 1 September 2016.
The Company shall publish the final result of the share issue approximately on 19 August 2016.
Plc Uutechnic Group Oyj has 55,963,210 shares at the time of the decision taken by the Board of Directors. In case all the shares available for issue were subscribed, the total number of the shares of the Company would increase to 56,963,210 shares, of which the shares subject to the share issue would make 1.76 percent of the total number of shares after the share issue at maximum
The Offer related to the share issue is enclosed to this Stock Exchange Release in its entirety.
PLC UUTECHNIC GROUP OYJ
Martti Heikkilä
CEO
Uutechnic Group is focused on improving the competitiveness of its customers by providing them with advanced equipment technology and unique service concept worldwide. The product range includes agitators, different types of pressure vessels, process- and storage tanks, reactors and heat exchangers. Also different types of long welded and machined axially symmetrical parts as rolls, cylinders, tubes and cones.
The main industries are hydrometallurgy, mining-, pulp and paper-, food-, fertilizer-, other chemical industries and environmental technology.
Plc Uutechnic Group’s subsidiaries are AP-Tela Oy, Japrotek Oy Ab, Uutechnic Oy and Stelzer Rührtechnik International GmbH.
SHARE ISSUE OF PLC UUTECHNIC GROUP OYJ
OFFER, 6 JUNE 2016
Issuer
Plc Uutechnic Group Oyj (hereinafter ”Company”)
Domicile: Uusikaupunki, Finland
Address: Muottitie 2, 23500 Uusikaupunki
Business identity code: 0520181-3
More information about Plc Uutechnic Group Oyj is available on the Company’s website:
www.uutechnicgroup.fi/investors/administration/
www.uutechnicgroup.fi/news-and-media/stock-exchange-releases/
The Company advises prospective investors duly examine the information related to the Company on the Company’s website. In particular, Company advises the prospective investors to examine Company’s Annual Report for fiscal period between 1 January 2015 and 31 December 2015 as well as stock exchange releases from the present fiscal period. The Company also advises to pay special attention to those significant risks and uncertainty factors mentioned in the Annual Report.
The documents referred to in the Subsection 2 of the Section 21 of the Chapter 5 of the Finnish Limited Liability Companies Act are available for review at the Company’s head office at Muottitie 2, 23500 Uusikaupunki.
Share Issue
Authorization of Share Issue by Annual General Meeting
At the Annual General Meeting, held 28 April 2016, it was resolved to authorize the Board of Directors to decide on a Share Issue regarding new shares. The authorization remain in effect until the next Annual General Meeting.
The Board of Directors’ decision on the Share Issue
The Board of Directors resolved at the meeting, held 6 June 2016, in accordance with above-mentioned authorization, on an issue of maximum 1,000,000 new shares of the Company. These shares shall be directed to the employees of the Company Group and to the ordinary members of the Board of Directors of the Company, according to the terms and conditions presented hereinafter.
The objective of the Share Issue is to engage the Company’s employees and the Company’s management as well as to encourage them to acquire and own Company’s shares. The Share Issue is in the interest of the Company. Aforementioned matters constitute a weighty financial reason referred to in the Subsection 1 of the Section 4 of the Chapter 9 of the Finnish Limited Liability Companies Act to derogate from the shareholders’ pre-emptive subscription right.
Subscription right
The employees of the Company Group and the members of the Board of Directors of the Company have the right to subscribe for the shares. The employees of the Company Group have the right to subscribe an aggregate amount of 800,000 new shares at maximum. Members of the board of the Company have the right to subscribe an aggregate amount of 200,000 new shares at maximum. The subscription right is not transferable.
Each subscriber may subscribe any number of shares, however, the minimum subscription per subscriber shall be 1,000 shares. In case of over-subscription the Board of Directors resolves on how the shares shall be divided between the subscribers.
Subscription period
The subscription period of the new shares shall begin 20 June 2016 and end 12 August 2016. Subscription shall be performed by returning a signed subscription list according to the detailed information given by the Company to the Company’s head office, Muottitie 2, 23500 Uusikaupunki.
The information required for transferring the shares to the subscriber’s book-entry account shall be stated in the subscription list. In addition, the subscriber shall authorize the Company to apply for registration of the shares to the subscriber’s book entry-account.
Subscription price
The subscriber shall pay to the Company 0.50 euro as the subscription price for each new share. The subscription price shall be recorded into the Company’s invested unrestricted equity reserve in its entirety.
The subscription price of the share is equivalent to the approximate price of the Company’s share in the trade of NASDAQ OMX Helsinki (“Nasdaq Helsinki Stock Exchange”) counted during the preceding one calendar month before this decision and reduced by ten percent.
The shares shall be paid by 12 August 2016. The receipt of the payment shall be enclosed to the subscription list.
Approval of subscriptions
The Board of Directors shall resolve on the approval of the subscriptions after the subscription period ends. The subscriber shall be informed of the approved subscription in writing. The announcement shall be sent by e-mail if the subscriber has given his/her e-mail at the subscription list.
The Board of Directors may accept the subscription as it is or reject it partially or in whole.
The Board of Directors shall have right to reject the subscription partially or in whole if the subscription price has not been paid according to these terms and conditions or the instructions given by the Board of Directors.
Shareholder’s rights
The new shares shall entitle their holders to dividend and other shareholder rights in the Company as of their registration with the Trade Register.
As of their registration, the new shares shall entitle their holders to the rights equivalent with the right of the other shares in the Company. Each new share entitles to one vote at the Company’s general meeting.
Registration of the new shares to the book-entry account
New shares subscribed in the Share Issue shall be issued into circulation as book-entries in the book-entry system that Euroclear Finland Oy maintains. New shares shall be registered to the subscriber’s personal book-entry accounts as of their registration with the Trade Register. The Company shall apply for the shares to be taken subject to public trading in NASDAQ OMX Helsinki Oy.
The trading code of the shares is UUTEC and the ISIN code FI0009900708.
Applicable law and resolution of disputes
The Share Issue shall be governed by the laws of Finland. Any disputes arising from the Share Issue shall be settled by the court of jurisdiction in Finland.
Language versions
This offer has been drafted in Finnish and English versions. In case of any discrepancy between the language versions, the Finnish version shall prevail.
Application of prospectus exemption
The prospectus referred to in the directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001/34/EC, shall not be published in liaison with the Share Issue and listing of the shares based on the Sub-section e) of the Section 1 of the Article 4 and in the Sub-section f) of the Section 2 of the Article 4 of the said directive.
Further information: CEO Martti Heikkilä, +358 40 543 1324