Glaston publishes pro forma financial information related to acquisition of Bystronic glass, additional financial information on Bystronic glass and information on recent market developments

Glaston Corporation             Stock Exchange Release          29 May 2019 at 19.10 EET

This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Finnish law. For further information, see “Important notice” below.

Glaston Corporation (“Glaston” or the “Company”) publishes pro forma financial information for the year 2018 and for January–March 2019. The unaudited pro forma financial information of Glaston will be included in the prospectus to be published on or about 29 May 2019 in connection with the rights offering announced earlier today. Glaston also publishes additional financial information on Bystronic glass and information on market developments of the combined company after the first quarter.

The unaudited pro forma financial information is presented for illustrative purposes only in order to reflect the hypothetical impact of the acquisition of Bystronic glass business of the Conzzeta Group, a Swiss-German based globally operating high-end machinery, systems and services provider for the processing of glass (“Bystronic glass”), comprising all outstanding shares in the Swiss Bystronic Maschinen AG and German Bystronic Lenhardt GmbH and their subsidiaries (the “Bystronic glass Acquisition”) completed on 1 April 2019, and related financing to the Company’s results of operations and financial position. The unaudited pro forma statement of profit and loss and statement of comprehensive income for the year ended 31 December 2018 and for the three months ended 31 March 2019 presents the effect as if the Bystronic glass Acquisition and related financing had taken place as of 1 January 2018. The unaudited pro forma statement of financial position as at 31 March 2019 presents the effect as if the Bystronic glass Acquisition and related financing had occurred on that date.

The unaudited pro forma financial information has been derived from the following financial information:

• Glaston’s unaudited consolidated interim report as at and for the three months ended 31 March 2019
• Glaston’s audited consolidated financial statements as at and for the year ended 31 December 2018
• Bystronic glass unaudited combined interim financial statements for the three months ended 31 March 2019
• Bystronic glass audited combined financial statements for the year ended 31 December 2018

Glaston’s interim report as at and for the three months ended 31 March 2019 and consolidated financial statements as at and for the year ended 31 December 2018 have been prepared in accordance with IFRS as adopted by the EU. Glaston is applying the IFRS 16 Leases standard fully retrospectively from 1 January 2019, and has prepared restated income statement and balance sheet for 2018.

Bystronic glass’s combined financial statements have been prepared in accordance with Swiss GAAP FER. Bystronic glass’s combined financial statements have been prepared in CHF as required by Swiss GAAP FER. After IFRS conversion income statements and balance sheet have been translated to EUR and have been regrouped to the presentation format applied by Glaston. The applied foreign exchange rates are as follows: income statement for the year ended 31 December 2018, CHF/EUR 1.1549, income statement for the three months ended 31 March 2019, CHF/EUR 1.1325 and for the balance sheet for the three months ended 31 March 2019, CHF/EUR 1.1181.

Unaudited Pro Forma Statement of Profit and Loss for the three months ended 31 March 2019

In EUR million	Glaston IFRS (unaudited)	Bystronic glass IFRS (unaudited)	Pro forma -adjustment PPA	Pro forma -adjustment Bystronic glass loans	Pro forma -adjustment Financing and transaction costs	Glaston Pro forma IFRS (unaudited)
Net sales	20.8	23.6				44.4
Other operating income	0.3	0.4				0.7
Changes in inventories of finished goods and work in progress	0.4	2.3				2.7
Own work capitalized	0.4	0.0				0.4
Materials	-9.5	-11.3				-20.9
Personnel expenses	-6.1	-9.3				-15.3
Other operating expenses	-5.9	-2.8			0.8	-7.9
Depreciation, amortization and impairment	-0.8	-0.3	-1.0			-2.0
Depreciation of right-of-use assets	-0.5	-0.2				-0.6
Operating profit	-0.8	2.3	-1.0		0.8	1.4
Financial income	0.0	0.1				0.1
Financial expenses	-0.2	-0.1		0.0	-0.2	-0.5
Net financial items	-0.2	0.0		0.0	-0.2	-0.3
Interest expenses on lease liabilities	-0.1	-0.0				-0.1
Profit / loss before income tax	-1.1	2.3	-1.0	0.0	0.6	0.9
Income tax expense	-0.1	-0.8	0.2		0.0	-0.6
Profit/loss for the period	-1.1	1.5	-0.7	0.0	0.7	0.3
Attributable to non-controlling interest	-0.0	-			0.0	-0.0
Attributable to owners of the parent	-1.1	1.5	-0.7	0.0	0.7	0.3
Total	-1.1	1.5	-0.7	0.0	0.7	0.3

Unaudited Pro Forma Statement of Profit or Loss for the year ended 31 December 2018

In EUR million	Glaston IFRS (restated and unaudited, unless otherwise indicated) a)	Bystronic glass IFRS (unaudited)	Pro forma -adjustment PPA	Pro forma -adjustment Bystronic glass loans	Pro forma -adjustment Financing and transaction costs	Glaston Pro forma IFRS (unaudited)
Net sales	101.1b)	100.7				201.8
Other operating income	2.2b)	0.3				2.6
Changes in inventories of finished goods and work in progress	-1.7b)	7.3				5.6
Own work capitalized	0.3b)	0.0				0.3
Materials	-49.2b)	-46.3				-95.5
Personnel expenses	-23.4b)	-36.4				-59.7
Other operating expenses	-20.8	-20.3			-2.8	-44.0
Depreciation, amortization and impairment	-3.0b)	-1.2	-3.9			-8.1
Depreciation of right-of-use asset	-1.8	-0.7				-2.6
Operating profit	3.8	3.3	-3.9		-2.8	0.5
Financial income	0.1b)	0.1				0.3
Financial expenses	-0.8	-0.4		0.2	-2.0	-3.0
Net financial items	-0.7	-0.2		0.2	-2.0	-2.7
Interest expenses on lease liabilities	-0.5	-0.1				-0.6
Profit/loss before income tax	2.6	3.0	-3.9	0.2	-4.8	-2.8
Income tax expense	-0.7b)	-0.6	0.9		0.4	0.0
Profit/loss for the period	1.9	2.5	-3.0	0.2	-4.4	-2.8
Attributable to non-controlling interest	-0.2b)	-				-0.2
Attributable to owners of the parent	2.1	2.5	-3.0	0.2	-4.4	-2.6
Total	1.9	2.5	-3.0	0.2	-4.4	-2.8

a) Glaston is applying the IFRS 16 Leases standard fully retrospectively from 1 January 2019, and has prepared restated income statement and balance sheet for 2018.
b) Audited.

Unaudited Pro Forma Statement of Financial Position for the three months ended 31 March 2019

In EUR million	Glaston IFRS (unaudited)	Bystronic glass IFRS (unaudited)	Pro forma -adjustment PPA	Pro forma -adjustment Bystronic glass loans	Pro forma -adjustment Financing and transaction costs	Glaston Pro forma IFRS (unaudited)
Assets
Non-current assets
Goodwill	30.6	-	24.7			55.3
Other intangible assets	5.6	0.4	19.2			25.2
Property, plant and equipment	8.2	7.2	11.7			27.1
Right-of-use assets	7.8	1.3				9.1
Financial assets measured at fair value through other comprehensive income	3.0	-				3.0
Loan receivables	2.9	0.0				2.9
Deferred tax assets	0.6	2.2				2.8
Total non-current assets	58.7	11.2	55.6	0.0	0.0	125.5
Current assets
Inventories	5.6	30.6				36.2
Assets for current tax	0.3	-			0.6	0.9
Trade and other receivables	24.4	15.4			-10.1	29.7
Contract assets	13.2	-				13.2
Cash and cash equivalents
Cash	10.9	5.1	-56.2	-16.9	73.5	16.3
Total current assets	54.4	51.1	-56.2	-16.9	64.0	96.3
Total assets	113.1	62.3	-0.6	-16.9	64.0	221.8
Equity and liabilities
Equity
Share capital	12.7	0.1	-0.1			12.7
Share issue	14.9	-			-14.9	0.0
Share premium account	25.3	-				25.3
Other restricted equity reserves	0.1	14.0	-14.0			0.1
Reserve for invested unrestricted equity	39.6	-			23.2	62.8
Treasury shares	-3.3	-				-3.3
Fair value reserve	0.1	-				0.1
Other unrestricted equity reserves	-0.2	-				-0.2
Retained earnings and exchanges differences	-38.1	-7.9	7.9			-38.1
Net result attributable to owners of the parent	-1.1	1.5	-1.5		-2.5	-3.6
Equity attributable to owners of the parent	49.9	7.8	-7.8	0.0	5.8	55.8
Non-controlling interest	0.1	-				0.1
Total equity	50.0	7.8	-7.8	0.0	5.8	55.9
Non-current liabilities
Non-current interest-bearing liabilities	7.8	0.0			33.2	41.0
Non-current lease liabilities	7.5	1.2				8.7
Non-current non interest bearing liabilities and provisions	0.4	0.1				0.5
Deferred tax liabilities	0.2	0.7	7.2			8.1
Defined benefit pension and other defined long-term employee benefit liabilities	0.2	0.2				0.4
Total non-current liabilities	16.1	2.2	7.2	0.0	33.2	58.7
Current liabilities
Current interest-bearing liabilities	2.6	16.9		-16.9	22.7	25.3
Current lease liabilities	1.4	0.3				1.7
Current provisions	1.4	3.5				4.9
Trade and other payables	41.2	25.0			2.2	68.4
Contract liabilities	0.2	6.3				6.5
Liabilities for current tax	0.1	0.3				0.4
Total current liabilities	47.0	52.3	0.0	-16.9	25.0	107.2
Total liabilities	63.0	54.5	7.2	-16.9	58.1	165.9
Total equity and liabilities	113.1	62.3	-0.6	-16.9	64.0	221.8

The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to reflect the impact of the Bystronic glass Acquisition to the Company’s results of operations and financial position. The allocation of the purchase considerations for Bystronic glass reflected in the unaudited pro forma financial information are based on the preliminary valuation estimates and the Company has not finalized all of the underlying detailed valuation studies in determining the fair values for the assets acquired and the liabilities assumed. The Company will continue its valuation exercise and the review of Bystronic glass’s accounting policies. Therefore, the final fair values recorded at consolidation and the alignments to the presentation of the financial information may differ from the amounts presented in the unaudited pro forma financial information.

The unaudited pro forma financial information is not necessarily indicative of what the Company’s actual results of operations and financial position would have been had the Bystronic glass Acquisition been completed on the dates indicated in the unaudited pro forma financial information. Moreover, the unaudited pro forma financial information does not purport to project the future results of operations or financial position of the Company. The unaudited pro forma financial information has been prepared based upon available information and certain assumptions and estimates that the Company currently considers to be reasonable.

The unaudited pro forma financial information has been prepared in accordance with the Annex II to the Commission Regulation (EC) N:o 809/2004, as amended, and on a basis consistent with the accounting principles applied by Glaston in its consolidated financial statements prepared in accordance with IFRS as adopted by the EU. The unaudited pro forma financial information has not been compiled in accordance with Article 11 of Regulation S-X under the U.S. Securities Act or the guidelines established by the American Institute of Certified Public Accountants.

Unaudited Additional Pro Forma Financial Information

Bystronic glass is consolidated as part of Glaston Corporation from 1 April 2019 and consequently, the Company will have two reporting segments: Glaston and Bystronic glass. In addition, the Company will report net sales, order intake and order book for Heat Treatment Technologies, Bystronic Glass Technologies, Emerging Technologies (combining Emerging Technologies of the Glaston segment and Bystronic glass display business), Services (combining the service sales of the heat treatment services in the Glaston segment and Services & Spare Parts in the Bystronic glass segment) and Other product areas as of 1 April 2019.

The following table presents a breakdown of the Company’s order intake by product areas on a pro forma basis:

	For the three months ended 31 March	For the year ended 31 December
In EUR million	2019	2018
	(unaudited)	(unaudited)
Heat Treatment Technologies	13.6	73.9
Bystronic glass Technologies	12.4	67.1
Emerging Technologies	0.6	3.0
Services	17.4	63.9
Other and elimination	1.4	8.8
Total	45.4	216.7

The following table presents a breakdown of the Company’s net sales by product areas on a pro forma basis:

	For the three months ended 31 March	For the year ended 31 December
In EUR million	2019	2018
	(unaudited)	(unaudited)
Heat Treatment Technologies	12.4	65.0
Bystronic glass Technologies	13.6	54.5
Emerging Technologies	0.0	8.7
Services	17.7	65.4
Other and elimination	0.7	8.3
Total	44.4	201.8

The following table presents a breakdown of the Company’s net sales by geography (based on destination of the sales) on a pro forma basis:

	For the three months ended 31 March	For the year ended 31 December
In EUR million	2019	2018
	(unaudited)	(unaudited)
EMEA1)	22.8	111.2
Americas2)	12.5	45.6
Asia-Pacific3)	9.1	45.0
Total	44.4	201.8
1) Europe, the Middle East and Africa 2) North, Central and South America 3) China and the rest of the Asia-Pacific area

Financial Key Ratios Based on Unaudited Pro Forma Financial Information

	As at and for the three months ended 31 March	As at and for the year ended 31 December
	20191)	20181)
	(unaudited)
Orders received, EUR million...........................................................................................	45.4	216.7
Net sales, EUR million ......................................................................................................	44.4	201.8
Items affecting comparability...........................................................................................	0.2	-5.1
EBITDA, EUR million..........................................................................................................	4.0	11.1
EBITDA, % of net sales......................................................................................................	9.1	5.5
Comparable EBITDA, EUR million.....................................................................................	3.8	16.2
Comparable EBITDA, % of net sales.................................................................................	8.6	8.0
EBITA, EUR million............................................................................................................	2.8	6.3
EBITA, % of net sales........................................................................................................	6.4	3.1
Comparable EBITA, EUR million.......................................................................................	2.7	11.4
Comparable EBITA, % of net sales....................................................................................	6.0	5.7
Operating result (EBIT), EUR million................................................................................	1.4	0.5
Operating result (EBIT), % of net sales.............................................................................	3.1	0.2
Comparable EBIT, EUR million..........................................................................................	1.2	5.6
Comparable EBIT, % of net sales......................................................................................	2.6	2.8
Capital employed, end of period, EUR million.................................................................	132.5	-
Equity ratio, %...................................................................................................................	29.42)	-
Net gearing, %..................................................................................................................	107.92)	-
Net interest bearing debt, EUR million............................................................................	60.32)	-
1) Key ratios are derived from unaudited pro forma financial information and calculated based on Glaston’s definitions of financial key ratios as set out below. 2) Net interest bearing debt is EUR 37.6 million, net gearing ratio is 47.7 percent and equity ratio is 41.6 percent based on pro forma financial information as at 31 March 2019, assuming that the Offering were fully subscribed.

The detailed unaudited pro forma financial information, including the reconciliation of the financial key indicators presented above, is attached to this release as Appendix 1.

Combined Financial Statements of Bystronic Glass

As additional information to the unaudited pro forma financial information, Glaston publishes financial information on Bystronic glass prepared in conformity with Swiss GAAP FER based on Bystronic glass’s unaudited combined interim financial statements as at and for the three months ended 31 March 2019, including comparative financial information as at and for the three months ended 31 March 2018, and the audited combined financial statements as at and for the year ended 31 December 2018, including comparative financial information as at and for the year ended 31 December 2017. Combined interim financial statements and combined financial statements of Bystronic glass have been attached to this release as Appendix 2 and 3.

Financial Key Ratios of Glaston

Glaston publishes historical comparative figures for EBITA:

	As at and for the three months ended 31 March		As at and for the year 31 December
	2019	20181)	20181)	2018	20172)
	(unaudited)	(restated and unaudited)	(restated and unaudited)	(unaudited)		(restated and unaudited)
EBITA, EUR million...............................................................	-0.3	1.4	5.7	5.3	6.5
EBITA, % net sales................................................................	-1.3	5.7	5.7	5.2	5.9
Comparable EBITA, EUR million...........................................	0.6	1.6	7.6	7.1	6.8
Comparable EBITA, % net sales...........................................	2.7	6.3	7.5	7.0	6.2
1) Glaston is applying the IFRS 16 Leases standard fully retrospectively from 1 January 2019 and has prepared a restated income statement and balance sheet for 2018 and for each quarter included as comparative information in the 2019 interim and annual reporting. Comparative historical financial information for the year ended 31 December 2017 has not been restated pursuant to IFRS 16 Leases standard.2) Glaston is applying the revenue recognition standard IFRS 15 Revenue from Contracts with Customers fully retrospectively from 1 January 2018 and has prepared a restated income statement and balance sheet for 2017.

The Definitions and Reasons for the Use of Financial Key Ratios Key figure	Definition	Reason for the use
EBITDA	Profit/loss before depreciation, amortization and impairment	EBITDA is the indicator to measure the performance of the Company
EBITDA, % of net sales	EBITDA / Net sales
EBITA	Profit/loss before amortization and purchase price allocations	EBITA is the indicator to measure the performance of the Company and to enhance comparability from period to period
EBITA, % of net sales	EBITA / Net sales
Operating result (EBIT)	Profit/loss after depreciation, amortization and impairment	EBIT, operating result, reflects the actual business performance and enhances comparability from period to period
Operating result (EBIT), % of net sales	Operating result (EBIT) / Net Sales
Capital employed, end of period	Equity + interest-bearing liabilities	Capital employed shows the amount of capital that the Company has utilized in order to generate profits
Equity ratio, %	Total assets x 100 / (Total assets - advance payments received)	Equity ratio, %, shows how much of the Company's assets are funded by shareholder equity
Net gearing, %	Net interest-bearing debt x 100 / Equity (Equity attributable to owners of the parent + non-controlling interest)	Net gearing, %, indicates the financial risk, high gearing ratio represents a high proportion of debt to equity
Net interest-bearing debt	Interest-bearing liabilities (includes interest-bearing liabilities at amortized cost) - cash and cash equivalents	Net interest bearing debt is an indicator to measure the total external debt financing of the Company
Comparable EBITDA	Profit/loss before depreciation, amortization and impairment – items affecting comparability	Comparable key ratios are used to reflect the actual business performance and to enhance comparability from period to period
Comparable EBITDA, % of net sales	Comparable EBITDA / Net sales
Comparable EBITA	Profit/loss before amortization and purchase price allocations +/- items affecting comparability
Comparable EBITA, % of net sales	Comparable EBITA / Net sales
Comparable EBIT	Profit/loss after depreciation, amortization and impairment included – items affecting comparability
Comparable EBIT, % of net sales	Comparable EBIT / Net sales
Items affecting comparability	Items affecting comparability are adjusted for non-business transactions or changes in valuation items when they arise from restructuring, acquisitions and disposals, related integration and separation costs, sale or impairment of assets. These may include staff reductions, rationalization of the product range, restructuring of the production structure, and reduction of premises.Impairment losses on goodwill, gains or losses on disposals due to changes in the group structure and exceptionally large gains or losses on tangible and intangible assets are restated as an item affecting comparability.

Additional information on market developments for the combined Company

Market developments in the first quarter of 2019

In architectural glass, the insulated glass market in the EMEA area developed favourably in the first quarter of 2019. In the North America, ordering activity of the insulated glass market was low in the first quarter of 2019, which resulted primarily from the timing of the projects. The order intake of Bystronic glass in the North American markets was very high in 2018.

In Automotive glass, automotive industry markets and therefore the automotive glass markets are cyclical and economic cycles may fluctuate significantly. The market downturn which started in the middle of 2018, and trade political tensions between United States and China as well as the anticipation of new emission regulation coming into effect in 2020 have had adverse effect especially to market activity of China in the first quarter of 2019. At the same time, however, the requirements for automotive glass increase and set new challenges to glass processing, bringing new players to the market and creating new opportunities for providers of glass processing technologies.

Recent developments of Bystronic glass

Bystronic glass’ order intake for the three months ended 31 March 2019 decreased by 27 per cent as compared to the three months ended 31 March 2018 and totalled CHF 25.4 million (CHF 34.6 million for the three months ended 31 March 2018). The decrease in order intake was primarily due to timing of the orders of North America as well as very high order intake of the comparison period. Businesses of both Glaston and Bystronic glass segments are project-based and the timing of individual orders may lead to significant variation in order intakes from one quarter to another.

Bystronic glass’ order intake for the year ended 31 December 2018 grew by 2 per cent as compared to the previous year and totalled CHF 126.0 million (CHF 124.1 million for the year ended 31 December 2017).

The Bystronic glass segment’s net sales of the first quarter of 2019 totalled EUR 23.6 million on a pro forma basis and operating result EUR 2.3 million. The operating result on a pro forma basis for the first quarter was exceptionally high due to timing of revenue recognition of several significant projects with good margins.

Market developments after the first quarter of 2019

Uncertainty in the EMEA area, especially in Central Europe, has continued also in the second quarter and the decision-making is still slow in the heat treatment machinery markets. The activity of the insulated glass market has remained good. The heat treatment machinery markets of the North America have remained active and the activity with regard to insulated glass has also picked up in the second quarter. In China, the uncertainty of trade sanctions from United States has caused slowdowns and rescheduling of investment decisions with regard to heat treatment machinery. The activity in the automotive glass markets is expected to remain slower throughout the year compared to previous years.

Short-term Risks

The Company’s significant risks and uncertainties in the near future are to a large extent linked to the development of global investment demand and, in some geographical areas, also to customers’ access to financing. If the demand situation of the sector deteriorates substantially, this will affect the Company’s net sales and earnings typically with a 3–6 month delay. During the first quarter of 2019, the uncertainty in the markets and trade political tensions delayed decision making especially with respect to heat treatment machinery in EMEA area and China. The situation has not substantively changed during the second quarter of 2019 in the heat treatment machinery markets. Part of the Bystronic glass’s new equipment sales derives from a small quantity of automotive industry customers, and a significant decline in the outlook for the industry could affect the order intake and therefore the net sales and results. Due to the project-based nature of the Company’s business, the amount of orders may vary from one quarter to another. There is uncertainty associated with the progress of the integration of the Bystronic glass in the Company’s operations which might have an effect on the Company’s financial development in 2019.

The Company has submitted a Finnish language prospectus for approval by the Finnish Financial Supervisory Authority, including the pro forma financial information and additional financial information presented in this release. The Finnish language prospectus is expected to be approved on or about 29 May 2019.

For further information, please contact:
CFO Päivi Lindqvist , tel. +358 10 500 500
Vice President, IR, Communications and Marketing Joséphine Mickwitz, tel. +358 10 500 5070

Glaston Corporation

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

IMPORTANT NOTICE

These materials are not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Glaston does not intend to register any part of the rights offering in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

In the European Economic Area, with respect to any Member State, other than Finland, that has implemented Directive 2003/71/EC or Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the ("Prospectus Directive") this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only 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 release does not constitute a prospectus as defined in the Prospectus Directive and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Glaston, Nordea Bank Abp, OP Corporate Bank plc or any of their respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of Glaston, its subsidiaries, its securities and the transaction, including the merits and risks involved.

This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to Glaston, Bystronic glass and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this release, including wherever this release include information on the future results, plans and expectations with regard to the combined company’s business, including its strategic plans and plans on growth and profitability, and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the combined company to differ materially from those expressed or implied in the forward-looking statements. Glaston or any of its affiliates, advisors or representatives or any other person undertakes no obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release.

This release includes estimates relating to the synergy benefits expected to arise from the transaction and the combination of the business operations of Glaston and Bystronic glass as well as the related integration costs, which have been prepared by Glaston and are based on a number of assumptions and judgments. Such estimates present the expected future impact of the transaction and the combination of the business operations of Glaston and Bystronic glass on the combined company’s business, financial condition and results of operations. The assumptions relating to the estimated synergy benefits and related integration costs are inherently uncertain and are subject to a wide variety of significant business, economic, and competitive risks and uncertainties that could cause the actual synergy benefits from the transaction and the combination of the business operations of Glaston and Bystronic glass, if any, and related integration costs to differ materially from the estimates in this release.

Nordea Bank Abp and OP Corporate Bank plc (together the “Joint Bookrunners”) are each acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by the Joint Bookrunners.

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Array:

» Bystronic Glass Group Report and Combined Interim Financial Statements Q1 2019
» Bystronic Glass Group Report and Combined Financial Statements Year ended 31 December 2018
» Glaston Unaudited Pro Forma Financial Information

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