Glaston Corporation publishes prospectus relating to its rights offering
29 May 2019
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Glaston Corporation Stock Exchange Release 29 May 2019 at 19.20 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This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United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.
The Finnish Financial Supervisory Authority has today, 29 May 2019, approved the Finnish language version of the prospectus prepared in relation to Glaston Corporation’s (“Glaston” or the “Company”) rights offering (the “Offering”).
The Finnish language prospectus will be available as of 31 May 2019 at the latest at the website of the Company at https://glaston.net/fi/osakeanti and at the registered office of the Company at Lönnrotinkatu 11, FI-00100 Helsinki, Finland. In addition, the Finnish language prospectus will be available on or about 31 May 2019 at Nordea’s branch offices as well as on the website of Nordea at www.nordea.fi/osakkeet, at the branch offices of cooperative banks belonging to the OP Financial Group and on the website of OP at www.op.fi/subscription as well as at Nasdaq Helsinki Ltd at Fabianinkatu 14, FI-00100 Helsinki, Finland.
The terms and conditions of the Offering as well as the pro forma financial information related to the acquisition of Bystronic glass, additional financial information on Bystronic glass and information on market developments after the first quarter have been published today as stock exchange releases.
Nordea Bank Abp and OP Corporate Bank plc act as the joint bookrunners (Nordea Bank Abp and OP Corporate Bank plc together the “Joint Bookrunners”) and Hannes Snellman Attorneys Ltd as the Company’s legal adviser in the Offering. Roschier, Attorneys Ltd. acts as the legal adviser to the Joint Bookrunners in the Offering.
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
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.
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.