Tietoevry publishes certain preliminary unaudited illustrative financial information following the announcement of the potential separation of Tietoevry Banking
Tietoevry Corporation STOCK EXCHANGE RELEASE 4 March 2024 9:00 a.m. EET
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE OR ANY OTHER JURISDICTION IN WHICH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
On 15 February 2024, Tietoevry Corporation (“Tietoevry” or the “Company”) announced that its Board of Directors had approved a demerger plan concerning a partial demerger of Tietoevry (the “Demerger”). Pursuant to the demerger plan, Tietoevry's Banking business (the “Banking Business”) is proposed to be separated into a new independent company to be incorporated in the Demerger, proposed to take the trade name Tietoevry Banking Corporation (“Tietoevry Banking”), the shares of which are intended to be applied for admission to public trading on the official list of Nasdaq Helsinki Ltd. (the “Listing”). Tietoevry Group’s other businesses than the Banking Business, including without limitation the Tietoevry Create, Tietoevry Care, Tietoevry Industry and Tietoevry Tech Services businesses, would form Tietoevry’s remaining operations after the Demerger (the “Remaining Business”).
As the Banking Business’ assets and liabilities, including part of Tietoevry’s loans and cash and cash equivalents balances would, upon the completion of the Demerger, be transferred to Tietoevry Banking, the Company has decided to publish certain preliminary unaudited illustrative financial information concerning Tietoevry’s Remaining Business. Tietoevry’s Remaining Business is illustrated as if the Demerger would have been completed on 1 January 2023 with the items associated with the Banking Business being omitted. The preliminary unaudited illustrative financial information, among other things, illustrates the leverage level and the ability of the Remaining Business to service debt after the completion of the proposed Demerger.
For completeness, certain preliminary unaudited illustrative financial information illustrating financial position of Tietoevry Banking as if the Demerger would have been completed on 31 December 2023 is also presented.
The preliminary unaudited illustrative financial information is derived from the Company's historical audited consolidated financial statements.
The preliminary unaudited illustrative financial information, including the basis of its preparation, sources of the financial information as well as definitions and reconciliations for the alternative performance measures are provided in an appendix of this release.
For further information, please contact:
Tommi Järvenpää, Head of Investor Relations, tel. +358 40 576 0288, tommi.jarvenpaa (at) tietoevry.com
Tietoevry Corporation
DISTRIBUTION
Nasdaq Helsinki
Nasdaq Stockholm
Oslo Børs
Principal Media
Tietoevry creates purposeful technology that reinvents the world for good. We are a leading technology company with a strong Nordic heritage and global capabilities. Based on our core values of openness, trust and diversity, we work with our customers to develop digital futures where businesses, societies, and humanity thrive.
Our 24 000 experts globally specialize in cloud, data, and software, serving thousands of enterprise and public-sector customers in more than 90 countries. Tietoevry’s annual turnover is approximately EUR 3 billion and the company’s shares are listed on the NASDAQ exchange in Helsinki and Stockholm, as well as on Oslo Børs. www.tietoevry.com
Important notice
This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such release in the United States. In particular, any securities referred to in this release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
This release is not intended for and shall not be published, distributed or disseminated, in whole or in part, directly or indirectly, to persons resident or physically present in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Singapore or any other jurisdiction where publication, distribution or dissemination would be unlawful. This release is not an offer to sell or solicitation of an offer to sell, buy or acquire securities in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or any such jurisdiction where such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
This release contains certain preliminary unaudited illustrative certain financial measures which will form the basis for Tietoevry’s and Tietoevry Banking’s performance indicators as independent companies after the completion of the Demerger, which, in accordance with the “Alternative Performance Measures” guidance issued by the European Securities and Markets Authority, are not accounting measures defined or specified in IFRS and are, therefore, considered alternative performance measures. Tietoevry believes that alternative performance measures provide meaningful supplemental information to the financial measures presented in the consolidated financial statements prepared in accordance with IFRS and increase the understanding of the profitability of Tietoevry’s operations. In addition, they are seen as useful indicators of the Group's financial position and ability to obtain funding. Alternative performance measures are not accounting measures defined or specified in IFRS and, therefore, they are considered non-IFRS measures, which should not be viewed in isolation or as a substitute to the IFRS financial measures. These alternative performance measures may not be comparable to similarly titled measures as presented by other companies.
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of Tietoevry or Tietoevry Banking to differ materially from those expressed or implied in the forward-looking statements. Neither Tietoevry, Tietoevry Banking, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.