EVLI PLC STOCK EXCHANGE RELEASE OCTOBER 1, 2022 AT 9:30 A.M. (EET/EEST)
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
THE MERGER BETWEEN EVLI PLC AND EAB GROUP PLC AND EVLI PLC’S SHARE CAPITAL INCREASE HAVE BEEN REGISTERED WITH THE TRADE REGISTER
Evli Plc (“Evli”) announces that the merger of EAB Group Plc (“EAB”) into Evli (the “Merger”) has been registered today, October 1, 2022, with the Finnish Trade Register maintained by the Finnish Patent and Registration Office (the “Finnish Trade Register”). As a result of the completion of the Merger, EAB has dissolved.
The shareholders of EAB will receive as merger consideration 0.172725 new series B shares in Evli for each share they own in EAB (the “Merger Consideration Shares”) and a cash consideration for a total amount of EUR three (3) million, which shall be equally distributed between the total of 13,812,395 EAB shares that were outstanding on the last trading day before the completion date of the Merger. The cash consideration thus amounts to EUR 0.217196 per share. The shareholders of EAB will receive in total 2,385,745 new B shares in Evli as merger consideration.
Evli’s share capital has been increased by EUR 30,000,000 in connection with the registration of the completion of the Merger. The Merger Consideration Shares and the increase in share capital have been registered with the Finnish Trade Register today on October 1, 2022.
Due to the Merger Consideration Shares issued to the EAB shareholders as merger consideration and the increase in share capital in connection with the completion of the Merger, the total amount of Evli’s shares is 26,275,302, from which series B shares are 11,790,154 and the share capital is EUR 53,745,459.66.
The Merger Consideration Shares will be registered in the book-entry accounts of EAB shareholders according to the policies of Euroclear Finland Oy on or about October 3, 2022 and admitted to trading on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) with the trading code EVLI (ISIN code FI4000513437). The trading with the Merger Consideration Shares will begin on or about October 3, 2022.
The Merger Consideration Shares and the cash consideration shall be distributed automatically, and no actions are required from the shareholders of EAB in relation thereto. The cash portion of the merger consideration will be paid into the bank accounts connected to the book-entry accounts of the shareholders on or about October 3, 2022.
In case the number of shares in Evli received by a shareholder of EAB as Merger Consideration Shares is a fractional number, the fractions shall be rounded down to the nearest whole number, and fractional entitlements shall be aggregated and sold in public trading on Nasdaq Helsinki for the benefit of the shareholders of EAB entitled to such fractions. The proceeds received from the sale of the fractions will be paid to the bank accounts connected to the book entry accounts of the shareholders on or about October 5, 2022.
EVLI PLC
Board of Directors
FURTHER INFORMATION:
Maunu Lehtimäki, CEO, Evli Plc, tel. +358 50 553 3000, maunu.lehtimaki@evli.com
Requests for interviews via the company’s communications: Mikaela Herrala, Head of Marketing, Communications and IR, Evli Plc, tel. +358 50 544 5740, mikaela.herrala@evli.com
Evli in brief
We see wealth as an engine to drive progress. We draw on our heritage, broad expertise and Nordic values to grow and manage wealth for institutions, corporations and private persons in a responsible way.
We are the leading asset manager in Finland* offering a broad range of services including mutual funds, asset management and capital markets services, alternative investment products, equity research, share plan design and administration as well as Corporate Finance services. Responsible investing is integrated in every investment decision and our expertise is widely acknowledged by our clients. Evli has Finland’s best expertise in responsible investment.**
Evli Group employs around 250 professionals and Evli has a total of EUR 14.5 billion in client assets under management (net 6/2022). Evli Plc’s class B shares are listed on the official list of Nasdaq Helsinki Ltd.
*Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland
**SFR Scandinavian Financial Research Institutional Investment Services Finland 2021
Distribution: Nasdaq Helsinki, main media, www.evli.com
IMPORTANT NOTICE
This release is not an offer of shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The shares in the combined company will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
This release does not constitute an offer of or an invitation by or on behalf of Evli or any other person, to purchase any securities.
This release includes ‘forward-looking statements’ that are based on present plans, estimates, projections and expectations and are not guarantees of the combined company’s future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. The shareholders of Evli 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. Neither Evli nor any of its affiliates, advisors or representatives or any other person undertakes any 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.
