Prospectus of Valoe Corporation Regarding Admission to Trading of 85,250,206 Shares in the Company Has Been Approved. The Prospectus Includes Information that Has not Been Previously Disclosed.
Valoe Corporation Stock Exchange Release 17 August 2023 at 17.30 Finnish time
Not for release, publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, Singapore, South Africa or the United States or any other country where distribution or disclosure would be against law.
The Financial Supervisory Authority has today approved the registration document as well as the securities note and the summary, which together form the prospectus (the "Prospectus") of Valoe Corporation (the "Company") pursuant to the Securities Markets Act (746/2012, as amended) and Regulation (EU) 2017/1129 of the European Parliament and of the Council ("Prospectus Regulation") relating to admission to trading of in total 85,250,206 shares ("Shares") in the Company.
The Prospectus and the admission to trading of the Shares relates to the following share issues resolved on by the Board of Directors: (i) the issuance of in total 30,250,206 new shares in the Company to certain subscribers of the Convertible Bond 2/2022 pursuant to the resolution made by the Board of Directors on 30 May 2023 (“Share Issue I”); (ii) the issuance of in total 30,000,000 new shares in the Company to the Company itself pursuant to the resolution made by the Board of Directors on 30 May 2023 (“Treasury Share Issue I”); and (iii) the issuance of in total 25,000,000 new shares in the Company to the Company itself pursuant to the resolution made by the Board of Directors on 3 August 2023 (“Treasury Share Issue II”). More information on the Share Issue I, Treasury Share Issue I and Treasury Share Issue II can be found on the stock exchange releases disclosed by the Company on the above-mentioned dates.
The Prospectus and the documents incorporated therein by reference will be available on or about 17 August 2023 on the website of the Company at http://www.valoe.fi/julkaisut and at the registered office of the Company at Insinöörinkatu 8, 50150 Mikkeli.
The Company has applied for the Shares to be admitted to trading on the stock exchange list of Nasdaq Helsinki Ltd, and trading in the Shares is expected to commence on or about 21 August 2023.
The Prospectus includes certain information regarding the Company’s working capital situation and related party transactions for 1 January 2023 – 3 August 2023 as well as the Company’s capitalisation and indebtedness as of 31 May 2023 that have not been previously disclosed. Key information is set forth below:
Working Capital Situation
To the understanding of the Company, the amount of Company's working capital is not sufficient to cover the Company’s current working capital need for the period of next 12 months.
To the understanding of the Company, in addition to the utilization of the existing financial commitments amounting to EUR 3.2 million in full, the Company will need additional funding of at least approximately EUR 3.5 million for the next 12 months if the Company fails to restructure its short-term debts with its major creditors. The additional funding would be used primarily to pay its debt already due and the debt maturing in the next 12 months and to conduct the Company’s business operations pursuant to its strategy.
On 13 July 2023, the Company issued a convertible bond of EUR 0.6 million at the most directed to professional investors (Convertible Bond 1/2023). On 15 August 2023, the Company increased the amount of the Convertible Loan to EUR 1.0 million. By the date of this securities note, the Company has received binding subscription commitments totalling EUR 0.4 million for the Convertible Bond 1/2023, which have already been taken into account in the calculation of the additional funding required by the Company. In addition, the Board of Directors of the Company has decided to prepare a broader overall financing plan including a possible share issue to the public or key investors in the second half of 2023. Further, the Company has entered into negotiations to restructure its short-term debt with its major creditors and expects the negotiations will have a positive outcome.
If the Company were unable to raise necessary additional funding, but the existing financing commitments of EUR 3.2 million were to be completed as planned, and the Company were to restructure its short-term loan of approximately EUR 1.4 million withdrawn from the Company’s major shareholder, and the Company were to agree on a payment schedule for the outstanding trade payables of EUR 1.4 million so that the Company will reduce these trade payables by a total of approximately EUR 0.6 million over the next 12 months, the Company estimates that its available working capital would be sufficient for approximately two months from the date of this securities note. In this situation, the Company's additional funding requirement for the next 12 months is approximately EUR 1.3 million.
If the Company is unable to fully restructure its short-term loan of approximately EUR 1.4 million withdrawn from its major shareholder, and the Company will be required to make scheduled repayments already due and maturing within the next 12 months totalling EUR 0,6 million, and if the Company is unable to agree a new repayment schedule for the EUR 1,4 million trade payables that have matured, the Company will not have sufficient cash on the date of this securities note to pay in cash all of its debt that has already matured. In this situation, the Company's additional financing need for the next 12 months amounts to approximately EUR 2.7 million.
If the Company is unable to agree on the restructuring of the EUR 1.4 million short-term loan in question or other outstanding trade payables totalling EUR 1.4 million, the Company will not have sufficient cash on the date of this securities note to pay all of its outstanding liabilities in cash. In this situation, the Company's additional funding requirements for the next 12 months will be approximately EUR 3.5 million as mentioned above.
If the Company were unable to obtain the required additional financing or if Valoe were unable to use its existing financing commitments or replace them with new financing agreements, the Company could be forced to change its business plan, sell its assets, such as its immaterial rights, research equipment or production equipment at the Juva module factory or the Lithuanian cell factory or the business related to the Juva module factory or the Lithuanian cell factory, or seek corporate reorganisation or, if unsuccessful, bankruptcy.
Related Party Transactions
Tables below set forth the transactions that have taken place with the Company's related parties:
- Sales of goods and services
| EUR 1,000 | 1 Jan - 3 Aug 2023 |
| Unaudited | |
| Related companies | |
| Savcor Oy | 0 |
| SCI Invest Oy | 0 |
| Total | 0 |
- Purchases of goods and services
| EUR 1,000 | 1 Jan - 3 Aug 2023 |
| Unaudited | |
| Related companies | |
| Purchases of goods and services | |
| SCI Invest Oy | 28 |
| Basso Jose | 71 |
| SCI-Finance Oy | 42 |
| Savcor Technologies Oy | 62 |
| Savcor Oy | 9 |
| Other | 4 |
| Total | 216 |
| Interest and other financial expenses | |
| SCI-Finance Oy | 104 |
| Savcor Technologies Oy | 3 |
| Savcor Oy | 1 |
| Other | 3 |
| Total | 112 |
c. Other related party transactions
| EUR 1,000 | 3 Aug 2023 |
| Unaudited | |
| Long-term convertible capital loan from related party | 0 |
| Other short-term debts to related parties | 120 |
| Short-term interest debts to related parties | 10 |
| Trade payables and other non-interest-bearing debts to related parties | 441 |
| Trade receivables and other short-term receivables from related parties | 57 |
d. Salaries and fees
| EUR 1,000 | 3 Aug 2023 |
| Unaudited | |
| Salaries and other short-term benefits (including CEO and Management Group) | 170 |
| Total | 170 |
| EUR 1,000 | 3 Aug 2023 |
| Unaudited | |
| Salaries and fees | |
| Salaries of the CEO and his deputies (included in the management’s salaries) | 88 |
| Total | 88 |
| Members and deputy members of the board of directors: | |
| Parpola Ville – fee | 23 |
| Tuomas Honkamäki – fee | 18 |
| Savisalo Hannu – fee | 23 |
| Total | 64 |
Capitalisation and indebtedness of the Company
Table below sets forth the capitalisation and indebtedness of the Company as at 31 May 2023:
| EUR 1,000 | 31 May 2023 | ||
| (Unaudited) | Actual | ||
| Total current debt | |||
| Secured | 1,664 | ||
| Unguaranteed/unsecured | 8,031 | ||
| Total non-current debt | |||
| Secured | 0 | ||
| Unguaranteed/unsecured | 8,171 | ||
| Total debts | 17,866 | ||
| Shareholder equity | |||
| Share capital | 80 | ||
| Invested unrestricted equity reserve | 35,835 | ||
| Retained earnings | -44,029 | ||
| Total equity | -8,114 |
| Total equity and debts | 9,752 | ||
| Indebtedness | |||
| 12 | ||
| 0 | ||
| 0 | ||
| 12 | ||
| 9,695 | ||
| 0 | ||
| 9,695 | ||
| 9,683 | ||
| 8,171 | ||
| 0 | ||
| 0 | ||
| 8,171 | ||
| 17,854 | ||
Off-balance-sheet liabilities
LIABILITIES (EUR 1,000) | 31 May 2023 | ||
| (Unaudited) | Actual | ||
| Collaterals given on behalf of own commitments | |||
| Mortgages | 2,060 | ||
| Other collaterals | 2,326 | ||
| Leasing and other lease debts | |||
| Due within 1 year | 28 | ||
| Due within 1-5 years | 0 | ||
| Due in 5 years | 0 | ||
| Total | 28 | ||
| Out of the unsecured current debts, approximately EUR 3.5 million will be at least mainly converted into shares in the Company in accordance with the financing agreements. Equity ratio of Valoe group was -17.2 percent, including capital loans, on 30 April 2023. The following material changes have occurred in the Company’s financial position after 30 April 2023:
| |||
In Mikkeli, 17 August 2023
Valoe Corporation
BOARD OF DIRECTORS
For more information:
CEO Iikka Savisalo, Valoe Corporation
Tel. +358 405216082
email: [email protected]
Distribution:
Nasdaq Helsinki Oy
Main media
www.valoe.com
Valoe Corporation specializes in the clean energy, especially in photovoltaic solutions. Valoe provides PV technology based on its own back contact technology and related projects, project design and technology consulting. Valoe also provides manufacturing technology for PV modules, module manufacturing lines, modules and key components for modules, as well as IBC solar cells manufactured at the Company’s factory in Lithuania. Valoe is headquartered in Mikkeli, Finland, with production facilities in Juva, Finland, and Vilnius, Lithuania.
