Aktia plc: Aktia simplifies its group structure
2/14/2013 7:00 AM EST
Aktia plc
Company Announcement
Aktia plc: Aktia simplifies its group structure
Helsinki, Finland, 2013-02-14 13:00 CET (GLOBE NEWSWIRE) --
Aktia plc
Stock Exchange release
14.2.2013 at 2.00 p.m.
Aktia simplifies its group structure
The Boards of Directors of Aktia plc and its wholly-owned subsidiary Aktia Bank
plc have today approved and signed a merger plan according to which a merger of
Aktia plc with Aktia Bank plc will take place.
The merger is included in Aktia Group's 2015 plan of action which includes work
on improving the Group's cost structure. Simplifying the Aktia Group structure
aims at greater cost efficiency in administration, processes and shared
functions.
The Annual General Meetings of Aktia plc and Aktia Bank plc will decide on the
merger on 9 April 2013. The planned effective date of the merger is 1 July
2013.
Following the merger, Aktia plc will be dissolved, and as merger consideration
the shareholders of Aktia plc will from Aktia Bank plc receive one (1) new A
share in Aktia Bank plc for each A share in Aktia plc and one (1) new R share
in Aktia Bank plc for each R share in Aktia plc.
A prospectus with more information about the merger is planned to be published
25 March 2013 at the latest on Aktia's website www.aktia.fi.
The Board of Directors of Aktia plc has also decided that all shares in Aktia
plc will be delisted from the Official List of NASDAQ OMX Helsinki Ltd, and the
Board of Directors of Aktia Bank plc has decided that all shares in Aktia Bank
plc will be listed on the Official List of NASDAQ OMX Helsinki Ltd when the
merger takes effect. Aktia plc will immediately register an application for
delisting from, and Aktia Bank plc will apply for listing on the Official List
of NASDAQ OMX Helsinki Ltd.
Following a decision of its shareholder , Aktia Bank plc has decided to
establish two series of shares (A and R shares), to convert the three (3)
present shares in Aktia Bank plc to A shares, to include all shares in Aktia
Bank plc in the book-entry system maintained by Euroclear Finland Ltd, to
establish a Supervisory Board, and referring to the above, to change its
Articles of Association as a whole. Aktia Bank plc has also, following a
decision of its shareholder, established a Nomination Committee and elected the
following members of the newly-established Supervisory Board: Håkan Mattlin,
Christina Gestrin, Patrik Lerche, Jan-Erik Stenman, Henrik Sundbäck, Lorenz
Uthardt, Bo-Gustav Wilson, Harriet Ahlnäs, Mikael Aspelin, Johan Aura, Anna
Bertills, Roger Broo, Agneta Eriksson, Håkan Fagerström, Sven -Erik Granholm,
Gun Kapténs, Erik Karls, Bo Linde, Per Lindgård, Kristina Lyytikäinen, Stefan
Mutanen, Clas Nyberg, Jorma J. Pitkämäki, Henrik Rehnberg, Gunvor
Sarelin-Sjöblom, Peter Simberg, Bengt Sohlberg, Sture Söderholm, Maj-Britt
Vääriskoski, Lars Wallin, Mikael Westerback and Ann-Marie Åberg. The term of
office for members of Aktia Bank plc's Supervisory Board commences on the
effective date of the merger, which is estimated to 1 July 2013.
The merger has no effect on Aktia's customer service, nor on the terms of the
services.
AKTIA PLC
Stefan Björkman, Deputy Managing Director, tel. +358 10 247 6595
Mia Bengts, Group Legal Counsel, tel. +358 10 247 6348
Distribution:
Nasdaq OMX Helsinki Ltd
Central media
www.aktia.fi
Aktia in brief:
Aktia Group provides a broad range of products within banking, insurance and
real estate agency. Aktia operates mainly in coastal areas and inland growth
areas. Aktia has about 300,000 customers who are served by nearly 1,000
employees at 60 branch offices and via Internet and telephone services. Aktia's
shares are listed on the list of NASDAQ OMX Helsinki Ltd. For more information
about Aktia, see www.aktia.fi
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA Or THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
DISCLAIMER
This stock exchange release is not an offer for shares in Aktia Bank. A
prospectus relating to the merger referred to in this stock exchange release
and the subsequent listing of the shares in Aktia Bank at NASDAQ OMX Helsinki
Ltd will be prepared and filed with the Finnish Financial Supervisory
Authority.
The information contained herein is not for publication or distribution,
directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, South
Africa or the United States. The distribution of this stock exchange release in
certain other jurisdictions may be restricted by law and persons into whose
possession it or any part of it comes should inform themselves about and
observe any such restrictions. Neither Aktia nor Aktia Bank assumes any
responsibility in the event there is a violation by any person of such
restrictions.
The information in this stock exchange release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of the
securities referred to herein in any jurisdiction in which such offer,
solicitation or sale would require preparation of further prospectuses or other
offer documentation, or be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any such
jurisdiction.
This stock exchange release has not been approved by any regulatory authority.
This stock exchange release is not a prospectus and shareholders should not
base their decision on the merger referred to in this stock exchange release
except on the basis of information provided in the prospectus to be published
by Aktia and Aktia Bank.
United States
This stock exchange release does not constitute or form part of an offer or
solicitation of an offer to purchase securities in the United States. Neither
Aktia’s nor Aktia Bank’s securities have been or will be registered under the
U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder (the “Securities Act”), and may not be offered or sold in the United
States absent registration under the Securities Act or an exemption therefrom.
No public offering of Aktia’s or Aktia Bank’s shares is being made or will be
made in the United States.
European Economic Area
Neither Aktia nor Aktia Bank has authorized any offer to the public of
securities in any Member State of the European Economic Area other than
Finland. With respect to each Member State of the European Economic Area other
than Finland and which has implemented the Prospectus Directive (a “Relevant
Member State”), no action has been undertaken or will be undertaken to make an
offer to the public of securities requiring publication of a prospectus in any
Relevant Member State. As a result, the securities may only be offered in
Relevant Member States (a) to any legal entity which is a qualified investor as
defined in the Prospectus Directive or (b) in any other circumstances falling
within Article 3(2) of the Prospectus Directive. For the purposes of this
paragraph, the expression an “offer of securities to the public” means the
communication in any form and by any means of sufficient information on the
terms of the offer and the securities to be offered so as to enable an investor
to decide to exercise, purchase or subscribe the securities, as the same may be
varied in that Member State by any measure implementing the Prospectus
Directive in that Member State and the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and
includes any relevant implementing measure in the Relevant Member State and the
expression “2010 PD Amending Directive” means Directive 2010/73/EU.
United Kingdom
This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 and (iii) other persons to whom it
may lawfully be communicated, falling within Article 49(2) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such
persons together being referred to as “Relevant Persons”). Any investment
activity to which this stock exchange release relates will only be available to
and will only be engaged with, Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this stock exchange release or any of
its contents.