PUBLICATION OF THE PROSPECTUS REGARDING GLASTON CORPORATION SHARE ISSUE
Not for publication or distribution in or into Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction in which the publication or distribution would be unlawful.
GLASTON CORPORATION STOCK EXCHANGE RELEASE 28 February 2013 at 14.10 pm.
PUBLICATION OF THE PROSPECTUS REGARDING GLASTON CORPORATION SHARE ISSUE
Glaston Corporation (”Glaston” or the ”Company”) will publish a listing prospectus approved by the Finnish Financial Supervisory Authority (the “Prospectus”) regarding the share issue that was decided today on 28 February 2013 by the Board of Directors (the “Share Issue”). The Prospectus, approved by the Finnish Financial Supervisory Authority, is available in electronic form as of 1 March 2013 on the websites of the Company, www.glaston.net and the subscription place, Alexander Corporate Finance Oy, www.acf.fi. The Prospectus will be available in paper form at the subscription place in Alexander Corporate Finance Oy on 1 March 2013. The Prospectus will be available in Finnish only.
The Prospectus includes unpublished information described below in more detail.
Glaston signed a new long-term credit facility with its current lenders on 7 February 2013. The credit facility consists of a long-term loan of 26.7 million euros, a short-term financing limit of 10.0 million euros as well as a guarantee limit of 8.0 million euros. The size of the long-term loan and financing limit was determined on the basis of the amount of loan in use on 7 February 2013. The transaction price of 12.5 million euros of the Tampere property complex, deducted by expenses, will be used for amortizing the long-term loan. This has not been taken into account in the above-mentioned amount of loan. The principal of the new long-term loan will be amortized semiannually by the amount of 1.3 million euros as of 30 June 2014. The credit facility is valid until 31 January 2016.
The prerequisites for the implementation of the new credit facility are, among other things, execution of the Share Issue, execution of a share issue directed to the holders of the convertible bond issued by Glaston in 2009 and debenture bond issued by Glaston in 2011 (“the Conversion Issue”), as well as execution of a repurchase of loan units of the convertible bond with the nominal value of 2.0 million euros. The credit facility includes a condition that subscriptions in the Share Issue are made for a value of at least 6.0 million euros. As to the Conversion Issue, the credit facility includes a condition that the debenture bond is fully used for the payments of the share subscriptions and that at least 8.5 million euros from the principal on the convertible bond 2009 is removed from the Company’s debt after the Conversion Issue and the repurchase of the loan units of the convertible bond.
In order to strengthen the Company’s balance sheet and financial position, Glaston signed a contract of sale on 28 February 2013 to repurchase loan units of the convertible bond issued by the Company in 2009 for a nominal value of 2.0 million euros in total, at a 50 per cent reduced price. The repurchase is carried out on 1 March 2013. The repurchase generates a positive financial item of over one million euro to the Company.
The total amount of the subscription commitments concerning the Share Issue and the Conversion Issue received by the Board of Directors, as well as the repurchase of the loan units of the convertible bond will jointly fulfill the prerequisites of the implementation of the credit facility provided that the subscriptions are fully executed.
The interest rate of the credit facility is market-based and consists of Euribor rate for 3 or 6 months and margin. The margin will be reset on a quarterly basis and it is tied to the leverage.
The loan covenants used in the credit facility are interest cover (EBITDA / Net Finance Charges), leverage (Net Debt / EBITDA), cash reserves and gross capital expenditure. The covenants are followed monthly, quarterly, semiannually or annually depending on the covenant. The first follow-up date of the interest cover covenant is after the first quarter of year 2014.
Helsinki 28 February 2013
GLASTON CORPORATION
The Board of Directors
For further information, please contact:
Arto Metsänen, CEO and President, Glaston Corporation, Tel. +358 10 500 500
Sasu Koivumäki, CFO, Glaston Corporation, Tel. +358 10 500 500
Glaston Corporation
Glaston is a global company developing glass processing technology for architectural, solar, appliance and automotive applications. Our portfolio ranges from pre-processing and safety glass machines to services. We are dedicated to our customers’ continued success and provide services for all glass processing needs with a lifecycle-long commitment in mind. For more information, please visit www.glaston.net. Glaston's share (GLA1V) is listed on the NASDAQ OMX Helsinki Small Cap List.
Distribution: NASDAQ OMX Helsinki Ltd, Key Media, www.glaston.net
DISCLAIMERS
The information contained in this communication is not for publication or distribution, directly or indirectly, wholly or in part, in or into Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction in which it would be unlawful. The information contained in this communication shall not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
This communication shall not constitute a direct or indirect offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The information contained herein shall not constitute an offer of securities to the public in the United Kingdom. No prospectus has been or will be registered in the United Kingdom in respect of the securities. The information contained herein is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities falling within Article 49(2) of the Order, and other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
This communication is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, as amended, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus Directive will be published in connection with any offering of securities, and will be available at locations receiving subscriptions for shares.
Any offer of securities that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented the Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Alexander Corporate Finance Oy is acting exclusively for Glaston Corporation and no one else in connection with the Share Issue. They will not regard any other person (whether or not a recipient of this communication) as their respective clients in relation to the Share Issue and will not be responsible to anyone other than Glaston Corporation for providing the protections afforded to their respective clients, nor for giving advice in relation to the Share Issue. No representation or warranty, express or implied, is made by Alexander Corporate Finance Oy as to the contents, accuracy, completeness or verification of the information set forth in this communication, and nothing contained in this communication is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Alexander Corporate Finance Oy assumes no responsibility for the contents, accuracy, completeness or verification of the communication and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they may otherwise be found to have in respect of this communication.