Valoe Oyj: VALOE CORPORATION'S OFFERING TO SIGNIFICANT CREDITORS OF THE COMPANY; THE COMPANY HAS RECEIVED CONDITIONAL SUBSCRIPTION UNDERTAKINGS IN THE TOTAL AMOUNT OF EUR 8.6 MILLION ON THE SHARE SUBSCRIPTIONS TO BE PAID BY SETTING OFF RECEIVABLES AND
2017 at 21.25 Finnish time
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into Australia, Canada, Hong Kong, Japan, Singapore, South Africa or the United
States or any other country where distribution or disclosure would be against
VALOE CORPORATION’S OFFERING TO SIGNIFICANT CREDITORS OF THE COMPANY; THE
COMPANY HAS RECEIVED CONDITIONAL SUBSCRIPTION UNDERTAKINGS IN THE TOTAL AMOUNT
OF EUR 8.6 MILLION ON THE SHARE SUBSCRIPTIONS TO BE PAID BY SETTING OFF
RECEIVABLES AND UNCONDITIONAL SUBSCRIPTION UNDERTAKINGS IN THE TOTAL AMOUNT OF
EUR 0.8 MILLION ON THE SHARE SUBSCRIPTIONS TO BE PAID BY CASH
The Board of Directors of Valoe Corporation (the “Company”) has resolved on the
basis of the authorization granted to it by the Company’s Extraordinary General
Meeting held on 28 November 2017 on a directed share issue (the “Offering”) in
which the Company shall offer up to 10,000,000 new shares in the Company (the
“New Shares”) for subscription to all the creditors of the Company (including
holders of the convertible loans I/2015 and I/2017) who at the time of
subscription hold indisputable receivable amounting to at least EUR 25,000 from
the Company (each “Subscriber”). The Board of Directors has approved the terms
and conditions of the Offering which are attached to this release in their
The subscription price for the New Shares can be paid in cash or by set-off
against, in the view of the Board of Directors of the Company, indisputable
receivables the Subscriber has from the Company at the time of subscription.
The subscription price per New Share shall be EUR 0.98 when the Subscription
Price is paid in cash and EUR 1.18 when the subscription price is paid by way
Subscription prices have been determined to be sufficiently attractive as
estimated by the Board of Directors of the Company in order to allow the
largest number of Subscribers to subscribe for shares, both in cash and against
their receivables from the Company.
The subscription period of the New Shares shall commence on 21 December 2017 at
8 a.m. Finnish time and end on 15 January 2018 at 6 p.m. Finnish time. The
Company shall publish the final result of the Offering after the Board of
Directors of the Company has resolved on the approval of the subscriptions.
The purpose of the Offering is to strengthen the Company’s balance sheet
position and thus improve the financial performance of the Company and to raise
new capital to the Company in order to partly finance its working capital needs
as well as business operations specified in the business plan of the Company.
The Offering is also expected to improve the liquidity of the Company’s shares.
The objective of the Offering is to collect at the most EUR 1.8 million of new
money for the Company.
The New Shares shall be offered to the Subscribers in deviation from the
pre-emptive subscription right of the shareholders of the Company. The reason
for deviating from the shareholder’s pre-emptive subscription right is the
strengthening of the Company’s balance sheet position, improving the financial
performance of the Company and partly financing of its working capital needs as
well as business operations specified in the business plan in a cost-effective
manner. Based on these grounds, the Board of Directors of the Company considers
there to be a weighty financial reason to deviate from the shareholders’
pre-emptive subscription right as referred to in Section 9, Article 4:1 of the
At the moment, the Company has conditional subscription undertakings related to
the Offering in the total amount of EUR 8.6 million on the share subscriptions
to be made by setting off receivables. Such subscription undertakings are
conditional there not being a material adverse change in the Company between
the signing of the undertaking and the subscription date. In addition, at the
moment the Company has unconditional subscription undertakings related to the
Offering in the total amount of EUR 0.8 million on the share subscriptions to
be paid by cash.
The Company shall apply for the registration of the New Shares with the Trade
Register as soon as practically possible after the Board of Directors has
approved the subscription of the New Shares. The Company expects the New Shares
subscribed acceptably in the Offering to be registered with the Trade Register
approximately on 19 January 2018.
The New Shares are applied to be admitted to trading on the stock exchange list
of Nasdaq Helsinki Oy approximately on 21 January 2018 together with the other
shares of the Company.
In Mikkeli on 20 December 2017
BOARD OF DIRECTORS
For more information:
CEO Iikka Savisalo, Valoe Corporation
Nasdaq Helsinki Oy
Valoe Corporation specializes in the clean energy, especially in photovoltaic
solutions. Valoe provides automated production technology for solar modules
based on the company’s own technology; production lines for modules; solar
modules and special components for solar modules. Valoe’s head office is
located in Mikkeli, Finland.