EAB Group Plc's Extraordinary General Meeting has approved the merger of EAB and Evli and authorised the Board to resolve upon a distribution of dividend

EAB Group Plc, Stock Exchange Release, 14 July 2022, 16:15 p.m. (EET)

 

EAB Group Plc's Extraordinary General Meeting has approved the merger of EAB and Evli and authorised the Board to resolve upon a distribution of dividend

EAB Group Plc's ("EAB") Extraordinary General Meeting was held today 14 July 2022 in Helsinki, Finland. The General Meeting approved the merger of EAB and Evli Plc ("Evli") and authorised the Board of Directors to resolve upon an extra distribution of dividend in accordance with the proposals of the Board of Directors to the General Meeting.

Resolution on the merger

The General Meeting resolved to approve the merger plan regarding the merger of EAB and Evli and the merger of EAB into Evli in accordance with the merger plan. Pursuant to the merger plan, EAB will be merged into Evli through a statutory absorption merger pursuant to Chapter 16 of the Finnish Companies Act whereby all assets and liabilities of EAB would be transferred without a liquidation procedure to Evli in a manner described in more detail in the merger plan. The contemplated merger has been described in more detail in the stock exchange release published by EAB on 31 May 2022.

Pursuant to the merger plan, the shareholders of EAB shall receive as merger consideration 0.172725 new series B shares in Evli for each share they hold in EAB and a cash consideration for a total amount of EUR three (3) million, which shall be equally distributed between the EAB shares subject to the merger, i.e. which are outstanding on the last trading day before the completion date of the merger.

The planned effective date of the merger is 1 October 2022, but the effective date may change as described in the merger plan, depending on the satisfaction of the conditions for the merger, among other things.

No redemption claims in accordance with Chapter 16, Section 13 of the Finnish Companies Act regarding the redemption of the merging company's shareholders shares were presented at the General Meeting.

Resolution to authorise the Board of Directors to resolve upon an extra distribution of dividend

Pursuant to the combination agreement between EAB and Evli, EAB may distribute dividend to its shareholders before the completion date of the merger up to a maximum aggregate amount of EUR 2.35 million, yet, however, no more than such an amount that can be distributed by EAB without resulting in a failure to meet the statutory requirements on capital adequacy applicable to it.

The General Meeting resolved to authorise the Board of Directors of EAB to resolve, before the completion of the merger, upon a distribution of dividend not exceeding a total of EUR 2.35 million, which would be paid from the company's retained earnings. The authorisation is in force until the opening of the next Annual General Meeting of the company.

EAB will separately publish its Board of Directors' resolution to distribute dividend based on the authorisation and will simultaneously confirm the applicable record and payment dates. The dividends paid on the basis of the authorisation will be paid to the shareholders who are registered as shareholders in the company's shareholders' register on the record date of the distribution of dividends.

In accordance with the stock exchange release of EAB published on 29 June 2022, EAB is expected to hold an Extraordinary General Meeting in or about August or September 2022 to consider the interim financial statements for the payment of the dividend under the combination agreement and the merger plan. The Board of Directors of the company will later resolve on the convening of said Extraordinary General Meeting and will publish a notice to such meeting separately. The Board of Directors of the company is expected to resolve on the dividend distribution after such Extraordinary General Meeting.

EAB GROUP PLC

Board of Directors

 

Further information:

EAB Group Plc

Daniel Pasternack, CEO

[phone]

[e-mail]

Therese Cedercreutz, Chair of the Board

[phone]

[e-mail]

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 89 investment professionals, and more than 20 tied agents provide its services. On behalf of its clients, the Group manages assets of EUR nearly 4 billion. Explore EAB Group's services at www.eabgroup.fi.

Distribution:

Nasdaq Helsinki Oy

The main news media

www.eabgroup.fi

Important Notice

In a number of jurisdictions, in particular in Australia, South Africa, Singapore, Japan and the United States, the distribution of this release may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). In particular, neither the merger consideration shares nor any other securities referenced in this release have been registered or will be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state of the United States and as such neither the contemplated merger consideration shares nor any other security referenced in this release may be offered or sold in the United States except pursuant to an applicable exemption from registration under the U.S. Securities Act.

This release is neither an offer to sell nor the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States or any other jurisdiction in which such offering, solicitation or sale would be unlawful. This release must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States or any jurisdiction where the distribution of these materials would breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Failure to comply with the foregoing limitation may result in a violation of the U.S. Securities Act or other applicable securities laws.

The information contains forward-looking statements. All statements other than statements of historical fact included in the information are forward-looking statements. Forward-looking statements give EAB's current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance, benefits of the merger, and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "expect", "aim", "intend", "may", "plan", "would", "could", and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond EAB's control that could cause EAB's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding EAB's present and future business strategies and the environment in which it will operate in the future.

 

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