Aktia Bank plc: Aktia simplifies its group structure
Aktia Bank 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 BANK PLC
Nasdaq OMX Helsinki Ltd
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.
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.
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.
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.