EAB Group Plc, Company Announcement, 24 October 2018, 10:30 a.m. (EET)
Shareholding of the two biggest shareholders in EAB Group Plc ("EAB") to change into direct personal shareholding
The shareholders ("the Share Transferors") of the two biggest shareholders in EAB Group Plc ("EAB"), Elite Partners Oy and Nousukaari Oy ("the Target Companies"), have signed exchange of shares agreements with EAB today 24 October 2018. In the exchange of shares, EAB acquires the entire share capital of the Target Companies and, as consideration, EAB issues new shares and disposes of them to the Share Transferors as a directed issue. The exchange of shares will be carried out in accordance with section 52 f of the Act on the Taxation of Business Profits and Income from Professional Activity. The exchange of shares will not involve any monetary consideration.
EAB will issue a total of 3,135,262 new series A shares and a total of 3,288,368 new series B shares in a directed share issue. The number of the shares to be issued is equal to the number of series A and B shares to be held by EAB. The listing of the new series B shares will be applied for on Nasdaq First North Finland, and trading in them is estimated to commence on 26 October 2018. New shareholders of series A shares will become parties to the shareholders' agreement signed on 1 August 2017 between the holders of series A shares.
The boards of directors of both EAB and the Target Companies have today approved a merger plan according to which the Target Companies will merge with EAB during the first half of 2019. The EAB shares held by the Target Companies will be cancelled at the latest upon the merger in accordance with the merger plan.
The final result of the arrangement will see the shareholding of the Target Companies in EAB change into direct personal shareholding and the number of shares in EAB will remain unchanged. With the exchange of shares, the above-mentioned Share Transferors want to support EAB's strategy by adding their visible shareholding as EAB's shareholders.
Following the measures described above, the number of shares and votes in EAB will increase temporarily, totalling 8,714,620 series A shares and 10,552,282 series B shares. The total number of votes conferred by the shares in the company is 184,844,682 votes, of which 66,015,573 votes are held by the Group and do not entitle to participation in general meetings of shareholders (Limited Liability Companies Act, chapter 5, section 9).
The arrangement will not have effects on EAB's operating result or balance sheet. The Share Transferors are liable for the costs of the arrangement.
EAB GROUP PLC
Board of Directors
Further information:
EAB Group Plc
Daniel Pasternack, CEO
+358 50 569 3416
daniel.pasternack@eabgroup.fi
Kari Juurakko, Chairman of the Board
+358 50 582 7411
kari.juurakko@eabgroup.fi
Certified Advisor Merasco Ltd
Telephone: +358 9 6129 670
EAB Group offers versatile and high-quality asset management services for private investors, institutions and professional investors. The Group's parent company EAB Group Plc is listed on the First North Finland market maintained by Nasdaq Helsinki Oy (Helsinki Stock Exchanges). EAB Group uses the name Elite Alfred Berg as its marketing name. The Group companies include EAB Asset Management Ltd offering asset management activities, and EAB Fund Management Ltd offering investment fund activities. The Groups' customer base consists of individuals and corporations that are served nationwide in 15 different locations. The Group employs more than 100 investment professionals, and over 25 tied agents provide its services. On behalf of its clients, the Group manages assets of over EUR 3 billion in total. Check out EAB Group's services at www.eabgroup.fi.
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