Tietoevry CorporationSTOCK EXCHANGE RELEASE4 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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
Tietoevrycreates 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 (https://www.tietoevry.com/en/)
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.