General

Evli Bank and Fellow Finance have received all regulatory approvals and authorisation relating to the partial demerger of Evli Bank and the merger of Fellow Finance into a company that will continue Evli Bank's banking services – GlobeNewswire

EVLI BANK PLC STOCK EXCHANGE RELEASE 23 MARCH 2022 AT 6.00 PM. (EET/EEST)

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE, NEW ZEALAND, THE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.

Evli Bank Plc (“Evli Bank”) and Fellow Finance Plc (“Fellow Finance”) announced on July 14, 2021 that they have agreed in a combination agreement (the “Combination Agreement”) of an arrangement (the “Arrangement”) whereby Evli Bank will demerge through a partial demerger into a new asset management group Evli Plc (“Evli”) (the “Demerger”) that will be listed and a company that will carry on Evli Bank’s banking services and into which Fellow Finance will merge (the “Merger”). After Fellow Finance has merged into the company that will carry on Evli Bank’s banking services, Evli Bank will become Fellow Bank Plc (“Fellow Bank”).

Evli has today received authorisation to provide investment services from the Finnish Financial Supervisory Authority. Prior to this, Evli, Taaleri Oyj and TN Ventures Oy have on March 14, 2022 received approvals from the European Central Bank for the acquisition of a qualified holding in Fellow Bank. Evli Bank has also notified the Finnish Financial Supervisory Authority of the demerger plan concerning the Demerger and the merger plan concerning the Merger in accordance with the Act on Commercial Banks and Other Credit Institutions, and the Finnish Financial Supervisory Authority has on February 15, 2022 notified that it does not object the Demerger or the Merger. Thus all material conditions for the completion of the Arrangement concerning regulatory authorisations and approvals set out in the Combination Agreement have been fulfilled and no further decisions concerning regulatory authorisations or approvals are expected. Provided that all outstanding conditions for the completion of the Arrangement as resolved upon by the Extraordinary General Meetings of Evli Bank and Fellow Finance held on December 22, 2021 are fullfilled or are waived, the completion of the Arrangement is expected to take place on April 2, 2022. Evli Bank and Fellow Finance will separately announce the fulfillment and/or waiver of the conditions to completion and the decision to complete the Arrangement.

EVLI BANK PLC


Further information:

Juho Mikola, CFO, Evli Bank Plc, tel. +358 40 717 8888, juho.mikola@evli.com


Evli
Bank 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 ranked as the best* and most used** institutional asset manager in Finland. Evli also has Finland’s best expertise in responsible investment.***

Evli has a total of EUR 17.5 billion in client assets under management (net 12/2021). Evli Group’s equity capital excluding the distribution liability in accordance with IFRIC 17, totals EUR 118.1 million and its BIS capital adequacy ratio is 15.4 percent (December 31, 2021). The company has around 290 employees. Evli Bank Plc’s B shares are listed on Nasdaq Helsinki Ltd.

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.

*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

Distribution: Nasdaq Helsinki, main media, www.evli.com

Important Notice

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’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 Bank 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 Securities Act or other applicable securities laws or regulations.

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 Bank 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.

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