Evli and Fellow Finance signed the merger and demerger plans on the basis of the merger agreement announced on July 14, 2021
EVLI BANK PLC STOCK EXCHANGE ON SEPTEMBER 30, 2021 AT 12:00 PM (EST)
NOT FOR DISTRIBUTION IN OR TO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION IS PROHIBITED BY APPLICABLE LAW.
Evli Bank Plc (“Evli“) today signed the demerger plan based on the combination agreement announced by Evli and Fellow Finance Plc (“Finance Researcher“) on July 14, 2021. In addition, Evli and Fellow Finance today signed the merger plan based on the combination agreement. Pursuant to the combination agreement, Evli will proceed with a partial split into a new group of asset management and a company that will carry out the banking services of Evli and into which Fellow Finance will merge. An application will be made for the admission to trading of the shares of the parent company of the group continuing the asset management activity of Evli on the official list of Nasdaq Helsinki.
The Extraordinary General Meetings of shareholders of companies are intended to be convened to examine the resolutions necessary for the completion of the Arrangement by the end of 2021. The Arrangement is intended to be completed in full during the first half of 2022. In addition Further information is available in the stock market press release published by Evli and the company announcement published by Fellow Finance on July 14, 2021.
BANK EVLI SA
More information :
Juho Mikola, CFO, Evli Bank Plc, tel. +358 40 717 8888, [email protected]
Evli and Fellow Finance in brief
Evli is a bank specializing in investments which helps institutions, companies and individuals to develop their assets in a responsible manner. The range of products and services includes investment funds, wealth management and capital markets services, alternative investment products, equity research, incentive plan design and management services. , as well as corporate finance services. The company also offers banking services that support clients’ investment operations. Evli is ranked as the best and most used institutional asset manager in Finland. *
Evli manages 16.1 billion euros in client assets (net 6/2021). Evli Group has equity capital of 115.1 million euros and a BIS solvency ratio of 15.9% (June 30, 2021). The company employs around 280 people. Evli Bank Plc’s B share is listed on the Nasdaq in Helsinki. www.evli.com
* Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2020, 2021 and SFR Scandinavian Financial Research Institutional Investment Services, Finland 2015, 2016, 2017, 2018.
Fellow Finance Plc is a crowdfunding and peer-to-peer lending platform. The company’s mission is to transform traditional financing and payments into direct transactions between people and businesses. Fellow Finance has intermediated consumer and corporate finance in excess of € 800 million in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and has served over 950,000 clients. The company is regulated by the Financial Supervisory Authority of Finland as an authorized payment institution and listed on the Nasdaq First North Growth Market Finland. www.fellowfinance.com
This press release is not an offer of shares in the United States and it is not intended for distribution in the United States or the United States or in any other jurisdiction in which such distribution would be prohibited by law. applicable. The shares of the company to be formed in the partial demerger of Evli (“New Evli“) or the shares of the company resulting from the merger of Evli and Fellow Finance (“Compatriot bank“) have not been and will not be registered under the US Securities Act of 1933 (the”Securities Act”), And may not be offered, sold or delivered in the United States or to the United States, except under an applicable exemption or in connection with a transaction not subject to the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities by Evli or Fellow Finance.
This press release does not constitute a notice of a general meeting of shareholders nor does it constitute a demerger or merger prospectus. Any decision concerning the proposed partial demerger of Evli or the merger by absorption of Fellow Finance into Evli must be taken solely on the basis of the information to be included in the actual notices of meetings of the shareholders of Evli and Fellow Finance, according to the case. , and the demerger and merger prospectuses as well as an independent assessment of the information they contain. Investors are invited to consult the spin-off and merger prospectuses for more complete information on New Evli, Fellow Bank, their respective shares and the spin-off and merger agreement (“Arrangement“).
This press release includes “forward-looking statements” which are based on current plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions which, although they seem reasonable at this time, may prove to be incorrect. Shareholders should not rely on these forward-looking statements. Many factors may cause the actual results of operations or the financial condition of New Evli or the Fellow Bank to differ materially from those expressed or implied in the forward-looking statements. Neither Evli, Fellow Finance, nor any of their respective affiliates, advisers or representatives or any other person undertakes to review, confirm or publicly publish any revision of any forward-looking statement to reflect events or circumstances occurring after the date. of this output.
This press release includes estimates relating to the expected benefits of the Arrangement, which have been prepared by Evli and Fellow Finance and are based on a number of assumptions and judgments. Assumptions relating to the estimated benefits and costs arising from the Arrangement are inherently uncertain and are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause the actual benefits and costs to occur. arising from the Arrangement differ materially from the estimates in this release. Further, there can be no assurance that the Arrangement will be completed in the manner and within the timeframe described in this press release, or not at all.
Distribution: Nasdaq Helsinki Ltd, main media, www.evli.com