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Sievi Capital Plc cancels the Extraordinary General Meeting convened to be held on 16 December 2021, due to which the merger plan concerning the merger with Boreo Plc lapses

·3 minuto per la lettura

Sievi Capital Plc
Inside information 14 December 2021 at 9:00 am EET

Sievi Capital Plc cancels the Extraordinary General Meeting convened to be held on 16 December 2021, due to which the merger plan concerning the merger with Boreo Plc lapses

NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, SINGAPORE, HONG KONG, THE UNITED STATES OR ANY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. FOR FURTHER INFORMATION, SEE “IMPORTANT NOTICE” BELOW.

The Board of Directors of Sievi Capital Plc (“Sievi Capital”) has resolved to cancel the Extraordinary General Meeting of Sievi Capital convened to be held on 16 December 2021 (the “General Meeting”). The General Meeting had been convened to resolve on the merger of Sievi Capital into Boreo Plc (“Boreo”) in accordance with the combination agreement and the merger plan signed by the Boards of Directors of Sievi Capital and Boreo on 29 September 2021 (the “Merger Plan”) and on the approval of the Merger Plan.

The advance voting and registration for the General Meeting ended on 9 December 2021 at 4:00 p.m. (Finnish time) for shareholders registered in the shareholders’ register and on 13 December 2021 at 10:00 a.m. (Finnish time) for nominee registered shareholders. Based on the result of the advance voting, the Board of Directors of Sievi Capital has concluded that the proposal of the Board of Directors to the General Meeting concerning the merger and the approval of the Merger Plan will not obtain the required majority of two-thirds (2/3) of the votes cast and shares represented at the General Meeting. Based on the advance votes and voting instructions concerning nominee registered shares, the proposal of the Board of Directors was supported by more than half but less than two-thirds of the advance votes cast.

As a result of the above, the Board of Directors of Sievi Capital has resolved to cancel the General Meeting. Following a notice by Sievi Capital, Sievi Capital and Boreo have agreed to terminate the combination agreement signed by the companies on 29 September 2021 and to file a notification on the lapsing of the Merger Plan with the Trade Register.

The Board of Directors of Sievi Capital will continue to actively develop the company’s investment activities and target companies as well as to evaluate Sievi Capital’s strategic options.

“We thank the shareholders for being active. Based on the advance votes, the outcome was unequivocal. The Board of Directors considered the merger with Boreo to be the best strategic option for Sievi Capital, for which a lot of work has been carried out, but the company has many other good options to choose from,” says Lennart Simonsen, Chairman of the Board of Directors of Sievi Capital.

SIEVI CAPITAL PLC
Board of Directors

FURTHER INFORMATION:
CEO Jussi Majamaa, tel. +358 400 412 127

DISTRIBUTION:
Nasdaq Helsinki
Major media
www.sievicapital.fi

Sievi Capital is a partner for Finnish entrepreneurs. We support the growth, performance and value creation of small and medium-sized companies and concurrently build national competitiveness. We believe that we succeed together as co-entrepreneurs. Sievi Capital’s share is listed on Nasdaq Helsinki.

IMPORTANT NOTICE

In a number of jurisdictions, in particular in Australia, South Africa, Hong Kong, Japan, Canada, Singapore and the United States, the distribution of this release may be subject to restrictions imposed by law (such as registration of the relevant offering documents, admission, qualification and other regulations). No securities referenced in this release have been registered or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States and no securities referenced in this release may be offered or sold in the United States except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

This release does not constitute an offer of or an invitation by or on behalf of, Sievi Capital or Boreo, or any other person, to purchase any securities.

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. Numerous factors may cause the actual results of operations or financial condition of the combined entity to differ materially from those expressed or implied in the forward-looking statements.


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