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EVLI BANK PLC STOCK EXCHANGE RELEASE 30 SEPTEMBER 2021 AT 12.00 PM (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.
Evli Bank Plc ("Evli") has today signed the demerger plan based on the combination agreement announced by Evli and Fellow Finance Plc ("Fellow Finance") on 14 July 2021. In addition, Evli and Fellow Finance have today signed the merger plan based on the combination agreement. In accordance with the combination agreement Evli will demerge through a partial demerger into a new asset management group and a company that will carry on Evli’s banking services and into which Fellow Finance will merge. An application will be made for the admission to trading of the shares of the parent company of the group continuing Evli's asset management business on the official list of Nasdaq Helsinki.
The Extraordinary General Meetings of shareholders of the companies are intended to be convened to consider the resolutions required to carry out the arrangement by the end of 2021. The arrangement is intended to be carried out in full during the first half of 2022. Further information is available in the stock exchange release published by Evli and the company announcement published by Fellow Finance on 14 July 2021.
EVLI BANK PLC
Juho Mikola, CFO, Evli Bank Plc, tel. +358 40 717 8888, email@example.com
Evli and Fellow Finance in brief
Evli is a bank specialised in investments that helps institutions, companies and individuals grow their wealth responsibly. The range of products and services includes investment funds, wealth management and capital markets services, alternative investment products, equity research, incentive plan design and management services, as well as Corporate Finance services. The company also offers banking services that support clients' investment operations. Evli is ranked as the best and most used institutional asset manager in Finland.*
Evli has EUR 16.1 billion of client assets under management (net 6/2021). Evli Group has equity of EUR 115.1 million and a BIS solvency ratio of 15.9% (June 30, 2021). The company employs around 280 people. Evli Bank Plc's B share is listed on Nasdaq in Helsinki. www.evli.com
* Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2020, 2021 and SFR Scandinavian Financial Research Institutional Investment Services, Finland 2015, 2016, 2017, 2018.
Fellow Finance Plc is a loan-based crowdfunding and peer-to-peer lending platform. The company’s mission is to transform the traditional financing and payments to direct transactions between people and businesses. Fellow Finance has intermediated consumer and business financing of more than 800 million euros in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and served more than 950 000 customers. The company is regulated by the Financial Supervisory Authority of Finland as an Authorized Payment Institution and listed on the Nasdaq First North Growth Market Finland. www.fellowfinance.com
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 of the company to be formed in the partial demerger of Evli ("New Evli") or the shares of the company formed in the merger of Evli and Fellow Finance ("Fellow Bank") have not been and will not be been 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 to sell or a solicitation of an offer to buy any securities by Evli or Fellow Finance.
This release does not constitute a notice to convene a general meeting of shareholders nor does it constitute a demerger or merger prospectus. Any decision with respect to the proposed partial demerger of Evli or the absorption merger of Fellow Finance into Evli should be made solely on the basis of information to be contained in the actual notices to convene the meetings of shareholders of Evli and Fellow Finance, as applicable, and the demerger and merger prospectuses as well as on an independent assessment of the information contained therein. Investors are directed to consult the demerger and merger prospectuses for more comprehensive information on New Evli, Fellow Bank, their respective shares and the demerger and merger arrangement ("Arrangement").
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of 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. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the New Evli or Fellow Bank to differ materially from those expressed or implied in the forward-looking statements. Neither Evli nor Fellow Finance, nor any of their respective 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.
This release includes estimates relating to the benefits expected to arise from the Arrangement, which have been prepared by Evli and Fellow Finance and are based on a number of assumptions and judgments. The assumptions relating to the estimated benefits and costs arising from the Arrangement are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause the actual benefits and costs arising from the Arrangement to differ materially from the estimates in this release. Further, there can be no certainty that the Arrangement will be completed in the manner and timeframe described in this release, or at all.
Distribution: Nasdaq Helsinki Ltd, main media, www.evli.com