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Aktia plc is merged into Aktia Bank plc on 1 July 2013

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Aktia Bank plc
Stock Exchange release
1 July 2013 at 8 a.m.                                                                           

 

Aktia plc is merged into Aktia Bank plc on 1 July 2013

A merger between the listed parent company of Aktia Group, Aktia plc, and Aktia Bank plc has been effected on 1 July 2013. Following the merger, Aktia Bank plc is the new parent company in the Group. The merger is part of Aktia Group's 2015 action plan which includes actions on improving the Group's cost structure. Simplifying the Aktia Group structure aims at greater cost efficiency in administration, processes and shared functions.

As merger compensation, shareholders of Aktia plc received a total of 46,706,720 new shares in Aktia Bank plc so that one (1) A share in Aktia plc entitled to one (1) new A share in Aktia Bank plc, and a total of 19,872,088 new R shares in Aktia Bank plc so that one (1) R share in Aktia plc entitled to one (1) new R share in Aktia Bank plc. The merger compensation was paid when the issued new shares were registered in the Trade Register and entered in the book-entry securities system administered by Euroclear Finland Ltd on 1 July 2013. Shareholder rights regarding the shares received as merger compensation entered into force on 1 July 2013. Upon implementation of the merger, the stock of Aktia Bank plc's shares amounts to a total of 46,706,723 A shares and 19,872,088 R shares.

All shares in Aktia plc were delisted on the NASDAQ OMX Helsinki Stock Exchange as of 28 June 2013 after end of trading day and all shares in Aktia Bank plc are listed on the NASDAQ OMX Helsinki Stock Exchange as of 1 July 2013.

Aktias's customer service or customer terms and conditions will not be affected by the merger.

 

AKTIA BANK PLC

 

For more information, please contact:
Stefan Björkman, Deputy Managing Director, tel. +358 10 247 6595
Mia Bengts, Group Legal Counsel, tel. +358 10 247 6348

From:
Malin Pettersson, Head of Communications, tel. +358 10 247 6369

 

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.