THE MERGER OF EVLI PLC AND EAB GROUP PLC WILL BE COMPLETED AND EVLI PUBLISH-ES AN EXEMPTION DOCUMENT
EAB Group Plc, Stock Exchange Release, 28 September 2022, 2:00 p.m. (EET)
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.
THE MERGER OF EVLI PLC AND EAB GROUP PLC WILL BE COMPLETED AND EVLI PUBLISH-ES AN EXEMPTION DOCUMENT
Evli Plc (“Evli”) and EAB Group Plc (“EAB”) announced on May 31, 2022, that Evli and EAB had signed a combination agreement (the “Combination Agreement”) and a merger plan (the “Merger Plan”) on the combination of the companies through a merger (the “Combined Company”). The combination of Evli and EAB is executed through a statutory absorption merger in accordance with the Finnish Companies Act whereby all assets and liabilities of EAB are transferred without a liquidation procedure to Evli (the “Merger”).
The conditions of the completion of the merger
The conditions of the completion according to the Combination Agreement have been fulfilled and the boards of Evli and EAB have today decided to register the completion of the Merger with the Finnish Trade Register maintained by the Finnish Patent and Registration Office (the “Finnish Trade Register”) in accordance with the Combination Agreement and the Merger Plan approved by the extraordinary general meetings of Evli and EAB on July 14, 2022 so that the Merger will become effective on October 1, 2022.
Upon completion, the shareholders of EAB will receive as merger consideration 0.172725 new class B shares in Evli for each share they own in EAB (the “Merger Consideration Shares”) and a cash consideration for a total amount of EUR three (3) million, which shall be equally distributed between the outstanding shares of EAB on the last trading day before the completion date of the Merger. The shareholders of EAB are expected to receive in total up to 2,385,745 Merger Consideration Shares. The cash portion of the merger consideration, which is estimated to amount to EUR 0.217196 per share, will be paid into the bank accounts connected to the book-entry accounts of the shareholders of EAB on or about October 3, 2022.
In case the number of shares in Evli received by a shareholder of EAB as Merger Consideration Shares is a fractional number, the fractions shall be rounded down to the nearest whole number, and fractional entitlements shall be aggregated and sold in public trading on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) for the benefit of the shareholders of EAB entitled to such fractions. The Merger Consideration Shares and the cash consideration shall be distributed automatically, and no actions are required from the shareholders of EAB in relation thereto. The proceeds received from the sale of the fractions will be paid to the bank accounts connected to the book-entry accounts of the shareholders on or about October 5, 2022.
The completion of the Merger and the Merger Consideration Shares are expected to be registered with the Finnish Trade Register on October 1, 2022.
The Merger Consideration Shares are expected to be registered in the book-entry accounts of EAB shareholders according to the policies of Euroclear Finland Oy on or about October 3, 2022, assuming that the completion of the Merger and the Merger Consideration Shares will be registered with the Finnish Trade Register on October 1, 2022.
Evli has filed a listing application with Nasdaq Helsinki for the admission to trading of the Merger Consideration Shares on the official list of Nasdaq Helsinki (the “Listing”). Trading with the Merger Consideration Shares is expected to commence on or about October 3, 2022, assuming that the completion of the Merger and the Merger Consideration Shares will be registered with the Finnish Trade Register on October 1, 2022.
Additionally, the boards of Evli and EAB Asset Management Ltd (“EAB Asset Management”) have today decided to register the completion of the merger between these companies with the Finnish Trade Register. The completion of the merger between Evli and EAB Asset Management is expected to be registered with the Finnish Trade Register on October 3, 2022, assuming that the completion of the Merger has been registered with the Finnish Trade Register.
The Exemption Document
Evli publishes an exemption document concerning the Merger (the “Exemption Document”) drafted for the Listing. The Exemption Document is drafted in accordance with the Commission Delegated Regulation (EU) 2021/528. The Exemption Document does not constitute a prospectus for the purposes of the EU Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been pre-approved by the Finnish Financial Supervisory Authority or any other authority. The Exemption Document has only been published in Finnish.
Pursuant to Article 1(5)(f) of the Prospectus Regulation, an exemption to the obligation to draw up and publish a prospectus in accordance with the Prospectus Regulation can apply to shares issued as merger consideration in connection with a merger. Such an exemption requires that an Exemption Document is made available to the public, including a description of the transaction and its impact on the issuer.
The Exemption Document is expected to be available on or about September 28, 2022 onwards online at Evli’s and EAB’s websites www.evli.com/egm and www.eabgroup.fi/sijoita-meihin/hallinnointi/yhtiokokous.
EAB GROUP PLC
Board of Directors
Further information:
On behalf of Evli:
Maunu Lehtimäki, CEO, Evli Plc, tel. +358 50 553 3000, maunu.lehtimaki@evli.com
Requests for interviews via the company’s communications: Mikaela Herrala, Head of Marketing, Communications and IR, Evli Plc, tel. +358 50 544 5740, mikaela.herrala@evli.com
On behalf of EAB:
Daniel Pasternack, CEO, EAB Group Plc, tel. +358 50 569 3416, daniel.pasternack@eabgroup.fi
Evli in brief
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 14.5 billion in client assets under management (net 6/2022). Evli Plc’s class B shares are listed on the official list of 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
EAB in brief
Elite Alfred Berg offers responsible investment and asset management services for private investors, institutions, and professional investors. Elite Alfred Berg is the marketing name of the EAB Group. The Group's parent company EAB Group Plc’s shares are listed on the Nasdaq Helsinki stock exchange. The Group companies include EAB Asset Management Ltd, which offers asset management activities, and EAB Fund Management Ltd, which acts as a fund company and authorised alternative investment fund manager. The Group’s customer base consists of individuals and corporations that are served nationwide in 13 different locations. The Group employs 95 investment professionals, and more than 20 tied agents provide its services. On behalf of its clients, the Group manages assets of EUR 3.5 billion. Explore EAB Group’s services at www.eabgroup.fi.
DISTRIBUTION:
Nasdaq Helsinki Oy
The main news media
www.eabgroup.fi
Important notice
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. Investors are advised to read the Exemption Document for more complete information about the Combined Company and the Merger.
This release and the Exemption Document include ‘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 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.
The Exemption Document 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. Assumptions of the estimated benefits and the expenses caused by the Merger are in nature uncertain and they are associated with many significant risks concerning operations, economy, regulation and competition and uncertainties that may cause the real benefits and expenses related to the Merger to deviate significantly from the estimates made in the Exemption Document. In addition, there is no certainty that the Merger will be completed in the manner and schedule described in this release or at all.