The purpose of the Share Issue is to strengthen the Company’s balance sheet and financial position, and therefore the Company has a weighty financial reason to deviate from the pre-emptive subscription right of the shareholders.
The Board of Directors decided to increase the maximum amount of the Share Issue from the planned 40,000,000 shares to 50,000,000 shares, due to, among other things, a subscription commitment related to the sale of the Tampere property complex given on 21 February 2013.
The Board of Directors has received written commitments concerning the Issued Shares from certain shareholders and investors as well as from certain individuals belonging to the Board of Directors and to the management of the Company. The total amount of the subscription commitments, as a result of the above-mentioned increase in the maximum amount of the Share Issue, corresponds to approximately 9.2 million euros, i.e. an approximate total of 46 million Issued Shares. The total amount of subscription commitments has been calculated with the assumption that the Share Issue and a conversion issue described below in more detail are fully executed.
Furthermore, the Board of Directors of the Company decided, based on the authorization granted by the Extraordinary General Meeting of Shareholders held on 12 February 2013, to execute 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”). In the Conversion Issue, the Company will offer a maximum of 38,119,700 new shares in the Company for subscription by the holders of the convertible bond 2009 and debenture bond 2011, in deviation from the shareholders’ pre-emption rights (“the New Shares”). The Conversion Issue will be executed as a private placement arrangement to the holders of the bonds. The share subscription price of the New Shares to be offered in the Conversion Issue is 0.30 euro per share. The purpose of the Conversion Issue is to strengthen the Company’s balance sheet and financial position, and therefore the Company has a weighty financial reason to deviate from the pre-emptive subscription right of the shareholders.
All the current holders of the bonds have given commitments to subscribe for New Shares in the Conversion Issue. The subscription commitments cover the total amount of the Conversion Issue and amount up to approximately 11.4 million euros in total.
Conditions recorded in the subscription commitments related to the Share Issue and Conversion Issue received by the Board of Directors have been fulfilled.
Provided that all the Issued Shares and the New Shares will be fully subscribed in the Share Issue and in the Conversion Share Issue, the Issued Shares and New Shares represent approximately 45.5 per cent of all of the Glaston shares and voting rights related to them following the Share Issue and the Conversion Share Issue.
The Company estimates to announce a stock exchange release on the final result of the Share Issue and the Conversion Issue on 11 March 2013.
The Company has submitted a prospectus related to the Share Issue in Finnish to the Finnish Financial Supervisory Authority for approval. The approval is expected to be obtained on 28 February 2013. The prospectus is expected to be available in Finnish on Glaston’s website, www.glaston.net and on the website of the subscription place, www.acf.fi on 1 March 2013 as well as at the subscription place of the Share Issue, Alexander Corporate Finance Oy on 1 March 2013.
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