Espoo, Finland, 2015-03-04 15:30 CET (GLOBE NEWSWIRE) --
Dovre Group Plc Stock exchange bulletin March 04, 2015 at 4:30pm
Announcement regarding an agreement which, if completed, will result in change of holdings (Chapter 9, Section 10 of the Finnish Securities Markets Act)
On March 4, 2015, Dovre Group Plc (Dovre Group) has received notifications from Commuter AS, Global Group AS, Erkki Etola and Etra Capital Oy, an entity controlled by Erkki Etola, as well as Ilari Koskelo and Navdata Oy, an entity controlled by Ilari Koskelo, pursuant to Chapter 9 Section 5 of the Finnish Securities Markets Act.
The changes in holdings are due to the following transaction:
Dovre Group and the Norwegian Petroleum Consultants Group AS (NPC Group AS) have, on March 3, 2015, signed a conditional merger agreement. According to the agreement, Dovre Group will receive 100% of the shares in NPC Group AS in exchange for 36,453,018 new shares to be issued by a directed issue to the sellers’ of NPC Group AS. The new shares issued to the sellers’ of NPC Group AS represent 36.5% of the shares and voting rights in Dovre Group after the closing of the transaction.
The completion of the transaction is subject to among other things the approval by the Annual General Meeting of Dovre Group, to be held on March 25, 2015, of the transaction and the authorization of the Board of Directors by the Annual General Meeting to issue the consideration shares and to decide on the extra dividend in accordance with the Board of Directors’ proposal.
Dovre Group has one class of shares, with each share entitling the shareholder to one vote. The total number of shares is 63,451,751. Should the transaction be completed, the total number of shares increases to 99,868,769.
The target is to complete the transaction within the first half of 2015.
The notification from Commuter AS includes the following information:
Should the transaction be completed, the total ownership of Commuter AS to shares and voting rights in Dovre Group would exceed 15% as its ownership of all shares and voting rights in Dovre Group would be 18.25%. Commuter AS currently holds no shares or voting rights in Dovre Group. Commuter AS holds 50% of the shares in NPC Group AS.
Commuter AS is a limited liability company incorporated and existing under the laws of Norway and registered under the business identity code 994 888 692. Commuter AS is controlled by Frank Ween.
The notification from Global Group AS includes the following information:
Should the transaction be completed, the total ownership of Global Group AS to shares and voting rights in Dovre Group would exceed 15% as its ownership of all shares and voting rights in Dovre Group would be 18.25%. Global Group AS currently holds no shares or voting rights in Dovre Group. Global Group AS holds 50% of the shares in NPC Group AS.
Global Group AS is a limited liability company incorporated and existing under the laws of Norway and registered under the business identity code 988 453 196. Global Group AS is controlled by Ole Johan Olsen.
The notification from Erkki Etola and Etra Capital Oy includes the following information:
Erkki Etola and Etra Capital Oy (business identity code 2305147-6), an entity controlled by Erkki Etola, are not part of the transaction but following the directed issue to the sellers’ of NPC Group AS, the shareholding of Erkki Etola and Etra Capital Oy will change.
Should the transaction be completed, the total combined ownership of Erkki Etola and Etra Capital Oy of the shares and voting rights in Dovre Group would fall below 20% as the new shares issued to the sellers’ of NPC Group AS would dilute the proportion of all shares in Dovre Group currently held by Erkki Etola and Etra Capital. Should the transaction be completed, the total combined ownership of Erkki Etola and Etra Capital of all shares and voting rights in Dovre Group would decrease from the current ownership 26.6% to 16.9%, but the number of shares would remain at 16,900,000 shares (of which Etra Capital Oy holds 15,000,000 shares).
The notification from Ilari Koskelo and Navdata Oy includes the following information:
Ilari Koskelo and Navdata Oy (business identity code 0752616-0), an entity controlled by Ilari Koskelo, are not part of the transaction but following the directed issue to the sellers’ of NPC Group AS, the shareholding of Ilari Koskelo and Navdata Oy will change.
Should the transaction be completed, the total combined ownership of Ilari Koskelo and Navdata Oy of the shares and voting rights in Dovre Group would fall below 5% as the new shares issued to the sellers’ of NPC Group AS would dilute the proportion of all shares in Dovre Group currently held by Ilari Koskelo and Navdata Oy. Should the transaction be completed, the total combined ownership of Ilari Koskelo and Navdata Oy of all shares and voting rights in Dovre Group would decrease from the current ownership 6.9% to 4.4%, but the number of shares would remain at 4,356,544 shares (of which Navdata Oy holds 1,300,000 shares).
For more information, please contact:
DOVRE GROUP PLC
Heidi Karlsson, CFO
tel. +358-(0)20-436 2000
heidi.karlsson@dovregroup.com
Dovre Group is a global provider of project management services. Dovre Group has two business areas: Project Personnel and Consulting. In 2014, the Group's net sales were EUR 98.9 million. Dovre Group employs over 480 people worldwide. Dovre Group has offices in Norway, Canada, the US, the UAE, Russia, Finland and Sweden. Dovre Group is listed on the NASDAQ OMX Helsinki (symbol: DOV1V). Company web site www.dovregroup.com
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