EVLI BANK PLC PUBLICATION ON DECEMBER 28, 2021 AT 3:00 PM EET
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR TO AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION OR SUCH PUBLICATION OR DISTRIBUTION VIOLATES APPLICABLE LAWS OR RULES OR SHOULD COMPLETE OR REGISTER ADDITIONAL DOCUMENTS OR REQUIRE ACTION TO BE TAKEN IN ADDITION TO THE REQUIREMENTS OF FINNISH LAW. SEE “IMPORTANT NOTICE” BELOW.
The Finnish Financial Supervisory Authority approved today, December 28, 2021, a supplement to the Finnish demerger and listing prospectus of Evli Bank Plc (“Evli“) concerning the demerger and request the inclusion of the class B shares of Evli Plc on the official list of Nasdaq Helsinki Ltd (the”Spin-off prospectus“). In addition, the Finnish Financial Supervisory Authority approved today, December 28, 2021, a supplement to the Finnish-language merger and listing prospectus of Evli prepared for the issue of shares in consideration for the merger to Fellow Finance Plc’s (“Finance Researcher“) shareholders and request that the new shares to be issued in connection with the merger be placed on the official list of Nasdaq Helsinki Ltd (the”Merger Prospectus”).
The supplement to the Scission Prospectus and the supplement to the Merger Prospectus relate to the stock market press release published by Evli on December 22, 2021 relating to the decisions of the Extraordinary General Meeting of Evli held on December 22, 2021 and to the announcement of the company published by Fellow Finance on December 22, 2021 regarding the decisions of the Extraordinary General Meeting of Fellow Finance held on December 22, 2021, under which the Extraordinary General Meetings of Evli and Fellow Finance decided to approve an agreement between Evli and Fellow Finance, where Evli split by partial demerger into a new listed asset management group and a company that will take over the banking services of Evli and into which Fellow Finance will merge (the “”Arrangement”) As well as certain elements necessary for the completion of the demerger and merger.
The supplement to the demerger prospectus and the supplement to the merger prospectus will be available on or around December 28, 2021 online on the Evli web page at www.evli.com/generalmeeting. In addition, the Merger Prospectus Supplement will be available on or around December 28, 2021 online on the Fellow Finance web page https://www.fellowfinance.com/egm2021.
BANK EVLI SA
Board of directors
More information :
Juho Mikola, CFO, Evli Bank Plc, tel. +358 40 717 8888, [email protected]
Distribution: Nasdaq Helsinki, main media, www.evli.com
Evli and Fellow Finance in brief
Evli is a bank specializing in investments which helps institutions, companies and individuals to increase their wealth. The product and service offering includes mutual funds, asset management and capital markets services, alternative investment products, equity research, design and administration of investment plans. incentive 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 also has the best Finnish expertise in responsible investment. ***
Evli has a total of 16.8 billion euros in client assets under management (net 9/2021). Evli Group’s equity stands at 125.4 million euros and its BIS solvency ratio is 16.1% (September 30, 2021). The company has around 280 employees. Evli Bank Plc B shares are listed on Nasdaq Helsinki Ltd.
* Kantar Prospera External Asset Management Finland 2015, 2016, 2017, 2018, 2019, 2021, Kantar Prospera Private Banking 2019, 2020 Finland ** Kantar Prospera External Asset Management Finland 2017, 2018, 2019, 2020, 2021 *** SFR Scandinavian Financial Research Institutional Investment Services Finland 2021
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 individuals and businesses. Fellow Finance has intermediated consumer and corporate finance in excess of € 850 million in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and has served over 1,000,000 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.
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 Evli Plc or Fellow Bank Plc have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act“) or the securities laws of any state of the United States, 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 the solicitation of an offer to buy securities by Evli or Fellow Finance in the United States or in any other jurisdiction in which such an offer, solicitation or sale would be illegal. This press release must not be transmitted, distributed or sent, directly or indirectly, in whole or in part, in the United States or in any jurisdiction where the distribution of this press release would violate any applicable law or regulation or require registration or license to the United States. within that jurisdiction. Failure to comply with the above limitation may result in a violation of the US Securities Act or other applicable securities laws. This press release is not the spin-off prospectus or the merger prospectus. Investors are invited to consult the spin-off prospectus and the merger prospectus for more complete information on Evli Plc, Fellow Bank Plc, their respective shares and the 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. 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.