Glaston Corporation has decided on a directed share issue and cancellation of shares
Glaston Corporation Stock Exchange Release 1 April 2019 at 15.40
The Board of Directors of Glaston Corporation (“Glaston” or the “Company”) has resolved on the directed share issue of approximately EUR 15 million (the “Directed Share Issue”) based on the authorization granted by Glaston’s Extraordinary General Meeting held on 26 February 2019. The proceeds from the Directed Share Issue will be used to finance part of the acquisition of Swiss-German Bystronic Maschinen AG and Bystronic Lenhardt GmbH and their subsidiaries (“Bystronic glass”) from Conzzeta AG and Conzzeta Holding Deutschland AG for an enterprise value of EUR 68 million (the “Transaction”). The Transaction was announced on 25 January 2019 and has been completed today, as announced earlier today.
In the Directed Share Issue, the Board of Directors resolved to issue a total of 7,407,405 new shares to AC Invest Eight B.V., Hymy Lahtinen Oy, Ilmarinen Mutual Pension Insurance Company, and Varma Mutual Pension Insurance Company (the “Anchor Investors”) in deviation from the pre-emptive subscription right of the shareholders. The number of shares represents approximately 19.1 percent of all the shares in Glaston immediately before the completion of the Directed Share Issue. The Company will apply for the listing of the shares subscribed for in the Directed Share Issue on the official list of Nasdaq Helsinki Ltd once they have been registered in the Finnish Trade Register. The new shares will carry the right to receive dividends and other distribution of funds, if any, as well as other shareholder’s rights in Glaston after they have been registered with the Finnish Trade Register and in the Company’s shareholder register maintained by Euroclear Finland. The shares subscribed for in the Directed Share Issue will be registered with the Finnish Trade Register on or about 9 April 2019, at the latest.
The subscription price was approximately EUR 2.025 per share and was based on the volume-weighted average closing price of the Glaston share on Nasdaq Helsinki Ltd in the five trading days immediately preceding the announcement of the Transaction on 25 January 2019, adjusted with the reverse share split registered on 1 March 2019. The subscription price for the new shares shall be recorded in the reserve for invested unrestricted equity.
In addition, pursuant to an old arrangement between the Company and Evli Awards Management Oy (“Evli”), Evli currently holds 157,716 shares, which have been considered, financially and in respect of shareholder rights, as treasury shares held by the Company. The said arrangement has been terminated and thus the shares held by Evli have become redundant. In accordance with a consent by Evli, the Board of Directors of Glaston has resolved to cancel, pursuant to Chapter 15 Section 12 of the Finnish Limited Liability Companies Act (624/2006, as amended), 157,716 shares of the Company registered in Evli’s book-entry account. The cancellation of shares does not affect Glaston’s results of operations, cash flow or equity. The cancellation of the shares will be registered with the Finnish Trade Register on or about 9 April 2019, at the latest.
Following registration of the 7,407,405 new shares in the Directed Share Issue and the cancellation of the 157,716 shares held by Evli, the new total number of registered shares in Glaston will be 45,976,316.
Helsinki, 1 April 2019
GLASTON CORPORATION
Board of Directors
For further information, please contact:
Joséphine Mickwitz, VP, IR, Communications and Marketing, tel. +358 10 500 5070
This is Glaston
Glaston is the glass processing industry’s innovative technology leader supplying equipment, services and solutions to the architectural, automotive, solar and appliance industries. The company also supports the development of emerging technologies integrating intelligence to glass.
As of April 2019, Bystronic glass is part of Glaston Group. Together we are committed to providing our clients with both the best know-how and the latest technologies in glass processing, with the purpose of building a better tomorrow through safer, smarter, and more energy efficient glass solutions. We operate globally with manufacturing, services and sales offices in 12 countries. Glaston’s shares (GLA1V) are listed on NASDAQ Helsinki Ltd.
Distribution: Nasdaq Helsinki Ltd, key media, www.glaston.net