FELLOW FINANCE PLC COMPANY ANNOUNCEMENT 28.12.2021 AT 3:00 PM
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD VIOLATE APPLICABLE LAWS OR RULES OR WOULD REQUIRE ADDITIONAL DOCUMENTS TO BE COMPLETED OR REGISTERED OR REQUIRE ANY MEASURE TO BE UNDERTAKEN IN ADDITION TO THE REQUIREMENTS UNDER FINNISH LAW. SEE "IMPORTANT NOTICE" BELOW.
The Finnish Financial Supervisory Authority has today on 28 December 2021 approved a supplement to the Finnish language merger and listing prospectus of Evli Bank Plc ("Evli") prepared for the issuance of merger consideration shares to Fellow Finance Plc's ("Fellow Finance") shareholders and applying for the new shares to be issued in connection with the merger to be listed on the official list of Nasdaq Helsinki Ltd (the "Merger Prospectus").
The supplement to the Merger Prospectus relates to the stock exchange release published by Evli on 22 December 2021 relating to the decisions of the Extraordinary General Meeting of Evli held on 22 December 2021 and to the company announcement published by Fellow Finance on 22 December 2021 relating to the decisions of the Extraordinary General Meeting of Fellow Finance held on 22 December 2021, pursuant to which the Extraordinary General Meetings of Evli and Fellow Finance have resolved to approve an arrangement between Evli and Fellow Finance, where Evli will demerge through a partial demerger (the "Demerger") into a new asset management group that will be listed and a company that will carry on Evli's banking services and into which Fellow Finance will merge (the "Arrangement") as well as certain matters required for the completion of the merger.
The supplement to the Merger Prospectus will be available on or about 28 December 2021 online on Fellow Finance's webpage at https://www.fellowfinance.com/egm2021 and on Evli's webpage at http://www.evli.com/generalmeeting.
FELLOW FINANCE PLC
Teemu Nyholm: CEO, Fellow Finance Plc, [email protected],tel. +358 50 577 1028
Certified advisor: Evli Bank Plc, tel. +358 40 579 6210
Evli and Fellow Finance in brief
Evli is a bank specialized in investments that helps institutions, corporations and private persons increase their wealth. The product and service offering includes mutual funds, asset management and capital markets services, alternative investment products, equity research, incentive plan design and administration as well as Corporate Finance services. The company also offers banking services that support clients' investment operations. Evli is the highest ranked and most used institutional asset manager in Finland*.
Evli has a total of EUR 16.8 billion in client assets under management (net 9/2021). Evli Group's equity capital totals EUR 125.4 million and its BIS capital adequacy ratio is 16.1 percent (September 30, 2021). The company has around 280 employees. Evli Bank Plc's B shares are listed on Nasdaq Helsinki Ltd.
* 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 is a loan-based crowdfunding and peer-to-peer lending platform. The company's mission is to transform the traditional financing and payments to direct transactions between people and businesses. Fellow Finance has intermediated consumer and business financing of more than 900 million euros in Finland, Sweden, Denmark, Germany, Poland and the Czech Republic and served more than 1,000,000 customers. 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 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. Evli Plc's or Fellow Bank Plc's shares have not been and will not be been registered under the U.S. 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 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 neither constitute an offer to sell nor a solicitation of an offer to buy any securities by Evli or Fellow Finance 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 this release 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. This release is not a prospectus relating to the Demerger or the Merger Prospectus. Investors are directed to consult the prospectus relating to the Demerger and the Merger Prospectus for more comprehensive information on Evli Plc, Fellow Bank Plc, their respective shares and the Arrangement.
This release includes "forward-looking statements" that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. 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. Neither Evli nor Fellow Finance, 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.