Aktia plc: Publication of merger prospectus
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.
Stock Exchange Release
15.3.2013 at 3 p.m.
The Financial Supervisory Authority has 15 March 2013 approved the prospectus prepared by Aktia Bank plc and Aktia plc concerning the merger of Aktia plc with its wholly-owned subsidiary Aktia Bank plc ("Merger prospectus").
The merger prospectus is available in Swedish and in Finnish as of 18 March 2013 on the website of Aktia and Aktia Bank www.aktia.fi and as of 25 March 2013 at the latest at Aktia's and Aktia Bank's head office, Mannerheimintie 14 A, 00100 Helsinki as well as at the Helsinki Stock Exchange office, Fabianinkatu 14, 00100 Helsinki.
Nasdaq OMX Helsinki Oy
Central mass media
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The information contained herein is not for publication or distribution, directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, South Africa or the United States.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.