Endomines resolves on domicile change from Sweden to Finland through a cross-border downstream mergerPress release (PDF)
Endomines AB (publ), Stock Exchange Release 18 August 2022 at 22:45 CET
On 25 March 2022, Endomines AB (publ) (”Endomines”) announced that the company is investigating alternatives to complete the previously resolved re-domiciliation of the parent company. Endomines has today signed a new merger plan concerning re-domiciliation of the company from Sweden to Finland. The transaction will be carried out as a cross-border downstream merger, through which the current parent company Endomines AB (publ) will merge into the wholly-owned subsidiary Endomines Finland Oyj (“Endomines Finland”), which will continue as the surviving company (the “Merger”). The business operations, assets, liabilities and employees of Endomines remain unaffected by the re-domiciliation. Due to technical reasons in relation to Euroclear Sweden AB, the shares issued as consideration in the Merger as well as the existing shares in Endomines Finland are expected to be admitted to trading on Nasdaq Helsinki only. The shares in Endomines Finland are therefore not intended to be admitted to trading on Nasdaq Stockholm or any other regulated market or multilateral trading facility in Sweden.
The analysis conducted by Endomines has shown that the Endomines' structure and the large number of shareholders domiciled in Finland means that the existing national regulatory frameworks do not fully accommodate Endomines operating model or its shareholders. With the merged company as a Finnish public company with its shares listed on Nasdaq Helsinki, the merged company would be subject to a regulatory framework more suited for the company, its operations and shareholders and that is also expected to decrease administrative complexity and enhance efficiency and reduce administrative costs.
The change of domicile in brief
- The new merger plan was approved and signed today by the Board of Directors of Endomines and Endomines Finland respectively. The Merger and the domicile change are planned to become effective on or about 16 December 2022. The shares in Endomines Finland are intended to be listed on Nasdaq Helsinki only following the completion of the Merger.
- The merger plan is subject to approval of the general meeting of Endomines, which is planned to be held on or about 23 September 2022. The merger plan will be available at Endomines' website at least one month prior to the extraordinary general meeting and the prospectus that will be prepared in connection with the Merger (see further information below) will be available at Endomines' website two weeks prior to the extraordinary general meeting at the latest.
- The ownership structure of Endomines Finland after the Merger will be identical to Endomines’ ownership structure immediately before the Merger. In the Merger, Endomines’ shareholders will thus receive one new share in Endomines Finland for each share held in Endomines.
- The Board of Directors of Endomines intends to propose to the general meeting which will resolve on the approval of the merger plan, to also resolve on a reverse share split in Endomines whereby forty (40) shares will be proposed to be combined into one (1) share. The reason for the proposed reverse share split is to achieve a more appropriate number of shares, taking into account the price at which Endomines' shares have been traded on Nasdaq Stockholm and Nasdaq Helsinki during the past year. Since the exchange ratio in the Merger is intended to be 1:1, in accordance with what has been described above, the total number of shares in Endomines Finland after the Merger will amount to such lower number of shares.
- Assets, liabilities and employees of Endomines will be transferred to Endomines Finland in the Merger through universal succession.
- The merger consideration will be issued automatically, and no actions are required from the shareholders of Endomines in relation thereto. However, the merger consideration cannot be delivered automatically to shareholders in the Endomines who have their shares registered in a CSD-account in their own name in Euroclear Sweden (“VPC Account”). In order to receive the merger consideration, such shareholders must submit the account information of a CSD-account registered in the name of a nominee on behalf of the shareholder (“Nominee Account”) to Endomines, after which the merger consideration will be delivered to the specified account. The specified Nominee Account may be an existing Nominee Account or a new Nominee Account opened by the shareholder specifically for this purpose. If shareholders in Endomines who have their shares registered in a VPC account with Euroclear Sweden transfer their shares to a Nominee Account before implementation of the Merger, the merger consideration will be issued automatically. A Finnish citizen, corporate entity or foundation that has a VPC-account currently registered in Euroclear Sweden, will need to open a CSD-account in Euroclear Finland to receive the Merger consideration.
Endomines Finland intends to file a prospectus for the Merger with the Finnish Financial Supervisory Authority and will publish the prospectus once it has been approved. It is expected that the prospectus will be published on or about 5 September 2022 at which point it will also be passported into Sweden.
“We strongly believe that the Merger will be beneficial for Endomines and our shareholders. Simplified corporate structure will enable us to be more agile and efficient which are important qualities for us. We also believe that the timing is suitable for the merger and to simplify our current, complicated corporate structure.“ - Kari Vyhtinen, CEO.
As previously announced, it is not possible to list the shares in Endomines Finland on Nasdaq Stockholm after the completion of the Merger due to technical affiliation reasons in relation to Euroclear Sweden AB. The Boards of Directors of Endomines and Endomines Finland have therefore decided that Endomines Finland's shares will be traded solely on Nasdaq Helsinki following the completion of the Merger.
In connection with the contemplated Merger, Endomines has resolved to apply for a delisting of its shares from Nasdaq Stockholm. The formal delisting application is intended to be submitted to Nasdaq Stockholm on or about 30 November 2022.
Prior to the resolution to apply for the delisting, Endomines requested a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) whether the planned delisting is in accordance with good practice on the Swedish stock market.
In the statement (AMN 2022:23), which will be published on www.aktiemarknadsnamnden.se, the Council concludes, based on the facts stated in the request, that an application for delisting of Endomines shares from Nasdaq Stockholm will not, in the Council's opinion, violate good practice on the Swedish stock market.
Endomines announces by way of this press release its intention to apply for a delisting of Endomines' shares from Nasdaq Stockholm. The last day of trading of Endomines' shares on Nasdaq Stockholm is expected to be on or about 14 December 2022.
Borenius Attorneys and Advokatfirman Schjødt act as legal advisors to Endomines in connection with the Merger, in Finland and Sweden respectively.
For further information, please contact:
Mikko Sopanen, CFO, email@example.com, +358 50 434 7439
This information was submitted for publication through the contact person set out above at 22:45 CET on 18 August 2022.
Endomines is a mining and exploration company with its primary focus on gold. The Company explores for gold along the Karelian Gold Line in Eastern Finland and develops mining operations in Idaho, USA and Finland. Endomines aims to improve its long-term growth prospects by increasing its exploration activities and through acquisitions. Endomines aims to acquire deposits that are situated in stable jurisdictions and can be brought to production rapidly with limited investments.
The shares trade on Nasdaq Stockholm (ENDO) and Nasdaq Helsinki (ENDOM).