Glaston to carry out a reverse share split
GLASTON CORPORATION STOCK EXCHANGE RELEASE 1 FEBRUARY 2019 AT 10.45 AM
As Glaston Corporation (“Glaston” or “Company”) informed in its interim report 1 January 2018 – 30 September 2018 published on 31 October 2018, the Company has planned to reduce the number of all shares in the Company through a reverse share split procedure so that each five (5) shares shall be merged to one (1) share. The Board of Directors of Glaston proposes the reverse share split to the Extraordinary General Meeting to be held on 26 February 2019. The proposal by the Company’s Board of Directors in its entirety may be found from the Company’s website www.glaston.net and in the notice to Glaston’s Extraordinary General Meeting published on 1 February 2019. This Stock Exchange Release is a summary of the mentioned proposal of the Board of Directors.
The purpose of merging the shares is to increase interest in the Company’s share, to facilitate trade in the shares, and to increase flexibility in connection with a possible distribution of funds. The Board of Directors thus holds that merging the shares is in the interest of the Company and all of its shareholders and that the Company therefore has a weighty financial reason for the reverse share split and the related redemption of shares. The reverse share split does not affect the Company’s equity. The reverse split requires the approval by the Extraordinary General Meeting.
The procedure of reverse share split will not require actions from the shareholders. It will not decrease the value of the investment of a shareholder and will not have an impact on possible return of capital or dividend payment.
The Board of Directors proposes that the reverse share split be carried out by redeeming without compensation, in deviation from the proportional shareholdings of shareholders as set out in the Chapter 15, Section 9 of the Companies Act, from every shareholder a number of shares corresponding to the result of multiplying the number of shares on each book-entry account on the reverse split date by a coefficient of 4/5, i.e., for each existing five shares, four shares will be redeemed. The number of shares owned by each shareholder will be determined separately for each book-entry account. In order to avoid share fractions, the number of shares redeemed from each shareholder will, if necessary, be rounded up to the nearest whole share.
The fractions of shares redeemed due to the rounding-up will be paid to the respective shareholders in cash. If a shareholder owns less than five shares, all of the shares owned by the shareholder in the Company will be redeemed. In such an event, the shares will be sold on behalf of the shareholder and the proceeds from the sale will be paid to the shareholder in the same way as the proceeds acquired from the sale of the fractions of shares redeemed due to the rounding-up. In other respects, the redemption will be carried out without compensation. The total amount of shares to be redeemed without compensation and cancelled immediately is a maximum of 154,906,508, excluding the fractions of shares redeemed due to the rounding-up.
The reverse split date, on the basis of which the shareholders’ right to proceeds acquired from the sale of shares redeemed due to the rounding-up is determined, is 28 February 2019. The reverse share split will be executed in the book-entry system after the close of trading on the reverse split date. The cancellation of shares and the new total number of shares in the Company will be evidenced in the Trade Register on or about 1 March 2019 at the latest. Trading with the new total number of the Company’s shares will commence on Nasdaq Helsinki on or about 1 March 2019.
Before carrying out the reverse share split, the Company will, if necessary cancel such number of its shares upon request or consent by one or several shareholders that the total number of issued shares in the Company will be divisible by five before the reverse share split. Based on the current total number of registered shares in the Company, the Company has today resolved to cancel one of its shares at the request of a shareholder.
Helsinki, 1 February 2019
GLASTON CORPORATION
Board of Directors
For further information, please contact:
Joséphine Mickwitz, VP, IR, Communications and Marketing, tel. +358 10 500 5070
Glaston Corporation
Glaston is a frontrunner in glass processing technologies and services. We respond globally to the most demanding glass processing needs of the architectural, solar, appliance and automotive industries. Additionally, we utilise emerging technologies that integrate intelligence and sustainability to glass. We are committed to providing our clients with both the best know-how and the latest technologies in glass processing. Glaston’s shares (GLA1V) are listed on NASDAQ Helsinki Ltd. Further information is available at www.glaston.net.
Distribution: Nasdaq Helsinki Ltd, key media, www.glaston.net