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2012-08-16 12:40:00 CEST 2012-08-16 12:40:04 CEST REGULATED INFORMATION Neo Industrial Oyj - Company AnnouncementNEO INDUSTRIAL PLC’S BOARD OF DIRECTORS HAS SIGNED THE DEMERGER PLANNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. NEO INDUSTRIAL PLC STOCK EXCHANGE RELEASE 16 August 2012 at 1.40 pm Neo Industrial Plc's (“Neo Industrial”) Board of Directors has signed the demerger plan on 16 August 2012. The purpose of the demerger is to carry out the separation of Neo Industrial Group's businesses so that after the entry into force of the demerger, the fibres business will be operated in a newly established public company, Avilon Plc, and its Group. The cable business will remain in the demerging company, Neo Industrial, and its Group. Furthermore, shares in Finndomo Ltd will remain in the demerging company. The demerger will have no impact on the cable business and the single family housing business. It is intended that Avilon Ltd's trade name will be changed into Avilon Fibres Ltd in connection with the entry into force of the demerger. Neo Industrial's Board of Directors believes that the demerger will clarify the business structures and the price formation of the securities issued by both the demerging and the recipient company, enhance operative transparency and, thus, contribute to the value appreciation of the shareholders' shares in the long term. Furthermore, the Board of Directors believes that the demerger will improve the possibilities to utilize the licences related to the fibres business and other intellectual property rights on a commercial basis and to increase the sales of special fibres. The restructuring program of the existing Avilon Ltd was approved on 28 June 2012. The Board of Directors proposes that the shareholders of the demerging company will receive as demerger consideration one (1) class A share of the recipient company for each class A share of the demerging company and one (1) class B share of the recipient company for each class B share of the demerging company. No demerger consideration will be given based on class B treasury shares held by the demerging company. The demerger plan enclosed in its entirety to this release includes the Board of Director's proposals to the extraordinary general meeting to be convened towards the end of 2012. The proposals concern e.g. following matters: - Articles of Association of the demerging company, proposals on the Board members and the Auditor and share capitals; - the demerger consideration to Neo Industrial's shareholders and the demerger date; and - the distribution of the assets and liabilities of the demerging company to the recipient company. Avilon Plc will apply for the listing of its class B shares on the stock exchange list maintained by Nasdaq OMX Helsinki Ltd or, alternatively, on another market place after the prerequisites of listing have been met after the demerger. The listing on the exchange list requires e.g. strengthening of the working capital structure of the new Avilon Group to be established in the demerger. More detailed information on the demerger will be included in the demerger prospectus to be published in November 2012, as estimated. Neo Industrial Plc Markku E. Rentto Managing Director For further information, please contact: Managing Director Markku E. Rentto, Neo Industrial, tel. +358 20 720 9191 www.neoindustrial.fi Neo Industrial's strategy is to invest mainly in industrial companies with similar synergic benefits. The aim of investments is with active ownership to develop the purchased companies and establish additional value. Returns are sought through both dividend flow and an increase in value. Neo Industrial's class B shares are listed on the NASDAQ OMX Helsinki Stock Exchange. Neo Industrial's business segments are Cable and Viscose Fibers. |
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