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EVLI PLC STOCK EXCHANGE RELEASE JULY 14, 2022 AT 4.00 PM (EET/EEST)
Evli Plc’s Extraordinary General Meeting on July 14, 2022 has approved Evli Plc’s (“Evli”) and EAB Group Plc’s (“EAB”) arrangement pursuant to which EAB group’s parent company EAB Group Plc, and its fully owned subsidiary EAB Asset Management Ltd will merge into Evli.
Merger, Evli and EAB Group Plc
To carry out the combination, the General Meeting resolved to approve the statutory absorption merger of EAB Group into Evli as set forth in the merger plan (“the Merger Plan”) approved and signed by the Board of Directors of the companies, dated and published on May 31, 2022, as well as registered with the Trade Register on June 2, 2022, and the proposals of the Board of Directors for the execution of the plan regarding following matters:
(a) issuance of shares of Evli as merger consideration to the shareholders of EAB, and
(b) increase of share capital
The contemplated effective date of the merger is October 1, 2022. The effective date of the merger can still change in accordance with the merger plan.
According to the Merger Plan, EAB Group Plc will merge into Evli by way of statutory absorption merger whereby all assets and liabilities of EAB Group Plc are transferred to Evli without a liquidation procedure in accordance with the Merger Plan.
In addition to other matters described in the Merger Plan, the resolution on the merger included, among other things, the following key matters described more detail in the Merger Plan:
(a) Merger consideration
Pursuant to the Merger Plan, the shareholders of EAB Group Plc will receive as merger consideration 0.172725 new class B shares in Evli for each share they own in EAB Group Plc and a cash consideration for a total amount of EUR three (3) million, which shall be equally distributed between the outstanding shares of EAB Group Plc.
(b) Increase of share capital
The General Meeting resolved pursuant to the Merger Plan to increase the share capital of Evli by EUR 30,000,000 in connection with the registration of the completion of the merger. After the increase, the share capital of Evli is EUR 53,745,459.66.
Merger, Evli and EAB Asset Management Ltd
The General Meeting resolved to approve the statutory absorption merger of EAB Asset Management Ltd into Evli as set forth in the merger plan approved and signed by the Board of Directors of the companies, dated and published on May 31, 2022, as well as registered with the Trade Register on June 2, 2022. As the Evli and EAB Asset Management Ltd merger is completed after the merger of Evli and EAB Group Plc has been completed, EAB Asset Management Ltd shall be a fully owned subsidiary of Evli at the time of the completion and no merger consideration shall be issued.
The minutes of the General Meeting shall be published on the company website at www.evli.com/emg on July 28, 2022 at the latest.
Board of Directors
Juho Mikola, CFO, Evli Plc, tel. +358 40 717 8888, email@example.com
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 15.8 billion in client assets under management (net 3/2022). Evli Plc’s B shares are listed on 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
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 EAB, or any other person, to purchase any securities.
This release does not constitute a notice to an Extraordinary General Meeting or an exemption document. Any decision with respect to the proposed statutory absorption merger of EAB into Evli in accordance with the Finnish Companies Act should be made solely on the basis of information to be contained in the actual notices to the Extraordinary General Meetings of Evli and EAB, as applicable, and the exemption document as well as on an independent analysis of the information contained therein. You should consult the exemption document for more complete information about the combined company and the merger.
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 or EAB 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 EAB, 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 merger, which have been prepared by Evli and EAB and are based on a number of assumptions and judgments. The assumptions relating to the estimated benefits and related merger costs 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 merger, if any, to differ materially from the estimates in this release. Further, there can be no certainty that the merger will be completed in the manner and timeframe described in this release, or at all.