27.6.2024 18:30:01 EEST | NYAB Oyj | Company Announcement

NYAB Plc / NYAB AB
COMPANY ANNOUNCEMENT
27 June 2024 at 18:30 EEST

THIS ANNOUNCEMENT MAY NOT BE PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER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 AND SWEDISH LAW. FOR FURTHER INFORMATION, SEE “IMPORTANT NOTICE” BELOW.

NYAB has completed the re-domiciliation and transfers listing to Sweden

NYAB Plc has today successfully been converted to a Swedish public limited liability company with the company name NYAB AB (the “Company”) and with its registered office in Luleå, Sweden. The Company will also establish a Finnish branch with the name NYAB AB, Finnish Branch, once NYAB Plc has been de-registered from the Finnish Trade Register. Furthermore, the conditions in Nasdaq Stockholm AB’s approval of the shares of the Company for admission to trading on Nasdaq First North Premier Growth Market Sweden have now been fulfilled and the first day of trading on Nasdaq First North Premier Growth Market Sweden is tomorrow, 28 June 2024. Further, shareholders are reminded that the Company has established arrangements with certain custodians to launch a campaign to enable holders of so-called link securities in the Finnish book-entry securities system to exchange them to Swedish shares free of charge.

Background

On 7 June 2023, NYAB Plc announced that it considers a re-domiciliation from Finland to Sweden. Further, on 27 September 2023, NYAB Plc announced that it had decided to proceed with the re-domiciliation process, to be executed as a cross-border conversion whereby NYAB Plc would be converted to a Swedish public limited liability company with its registered office in Sweden (the “Company” or “Converted Company”) (the “Cross-border Conversion”), and to apply for a transfer of the listing of its shares from Nasdaq First North Growth Market Finland (“Nasdaq First North Finland”) to Nasdaq First North Premier Growth Market Sweden (“Nasdaq First North Premier Sweden”). On 4 March 2024, NYAB Plc announced that its Board of Directors had approved a conversion plan and that NYAB Plc had applied for delisting of its shares from Nasdaq First North Finland. On 29 April 2024, NYAB Plc announced that its Extraordinary General Meeting had approved the conversion plan and resolved on the Cross-border Conversion in accordance with the conversion plan, as well as certain related resolutions proposed by the Board of Directors. On 14 June 2024, NYAB Plc announced that it had received relevant approvals and would complete the re-domiciliation and transfer of listing to Sweden.

Registration with the Swedish Companies Registration Office and de-registration from the Finnish Trade Register

Today, the Swedish Companies Registration Office has registered the Cross-border Conversion and registered the Company with the company name NYAB AB, the Swedish corporate registration number 559488-0667 and its registered office in Luleå, Sweden. Furthermore, the Finnish Trade Register will register a Finnish branch of the Company with the company name NYAB AB, Finnish Branch, and the Finnish business ID 3456909-4, once NYAB Plc has been de-registered from the Finnish Trade Register. NYAB Plc is expected to be de-registered from the Finnish Trade Register tomorrow, 28 June 2024.

Delisting from Nasdaq First North Finland and listing on Nasdaq First North Premier Sweden

The shares of NYAB Plc are today being removed from public trading on and delisted from Nasdaq First North Finland. The last day of trading in NYAB Plc’s shares on Nasdaq First North Finland is today, 27 June 2024, until close of today’s trading session.

The conditions for Nasdaq Stockholm AB’s approval of admission to trading of the Company’s shares on Nasdaq First North Premier Sweden, as announced on 14 June 2024, have today been fulfilled. The first day of trading in the Company’s shares on Nasdaq First North Premier Sweden is tomorrow, 28 June 2024.

Because of the Cross-border Conversion and transfer of listing, the Company will, going forward, make its regulatory public disclosures in the Swedish and English languages, instead of the Finnish and English languages.

Delivery of link securities and possibility to exchange such securities to Swedish shares

The shareholders of NYAB Plc remain shareholders of the Company and their shares in NYAB Plc (ISIN code FI4000153515) are being converted into shares in the Company with ISIN code SE0022242434 (“Swedish Shares”), in proportion to their shareholding in NYAB Plc with a ratio of 1:1. The conversion into Swedish Shares is based on the shareholding in NYAB Plc at the record date for the Cross-border Conversion, which is today, 27 June 2024 (the “Record Date”).

The Swedish Shares will be delivered to the shareholders as soon as possible. The Swedish Shares will be delivered in the form of so-called link securities in the book-entry securities system maintained by Euroclear Finland Oy, representing the Swedish Shares that are issued in the book-entry securities system maintained by Euroclear Sweden AB. The link securities will be delivered automatically, and no action is required from the shareholders of the Company in relation thereto. The link securities will have the same ISIN code as the Swedish Shares. Only the Swedish Shares will be traded on Nasdaq First North Premier Sweden.

Link securities can be exchanged to Swedish Shares upon the holder’s request, which is necessary to trade the securities at Nasdaq First North Premier Sweden. Such an exchange is normally associated with administrative fees imposed by custodians/account operators. However, the Company has established arrangements with certain custodians and account operators pursuant to which holders of link securities, during the period 28 June – 30 September 2024, will be able to on one occasion exchange their entire holding of link securities to Swedish Shares free of charge for the holder. The Company urges its shareholders to seize this opportunity by exchanging their link securities to Swedish Shares during this period to avoid potential administrative fees in the future. Holders of link securities who wish to exchange their link securities to Swedish Shares shall contact their custodian or account operator for further instructions. The custodians or account operators with whom the Company has established the above-mentioned arrangements, for exchanging link securities to Swedish Shares free of charge for the holders, currently include Aktia Pankki Oyj, Danske Bank A/S, Finland branch, Evli Oyj, Nordnet Bank AB and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch. Further, the Company has established arrangements with OP Custody Ltd pursuant to which OP Custody Ltd will exchange all link securities, held by holders for which it acts as custodian or account operator, to Swedish Shares free of charge for such holders and without any actions needed from such holders. The arrangements between the Company and these custodians or account operators have been made on the same commercial terms, and the Company is willing to establish corresponding arrangements with other custodians and account operators.

Timetable

Certain information regarding the Converted Company

Further information regarding the Company’s re-domiciliation to Sweden is available on the Company’s website at https://nyabgroup.com/en/re-domiciliation/.

Advisors

ABG Sundal Collier acts as financial advisor and Hannes Snellman acts as legal advisor to NYAB in relation to the Cross-border Conversion and listing transfer.

Important notice

The distribution of this announcement may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa, 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 and Swedish law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This announcement does not constitute a prospectus and as such does not constitute or form part of and should not be construed as an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity. No part of this announcement, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this announcement has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. Neither the Company, nor any of its affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss however arising from any use of this announcement or its contents or otherwise arising in connection with this announcement.

This announcement includes “forward-looking statements.” These statements may not be based on historical facts but are statements about future expectations. When used in this announcement, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company or the Cross-border Conversion identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this announcement, including wherever this announcement includes information on the future results, plans and expectations with regard to the Company’s business and the general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. Neither the Company, nor any of its 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 announcement.

The securities referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state and other securities laws of the United States. This announcement does not constitute an offer to sell or solicitation of an offer to buy any shares in the United States.

Contacts

• Aku Väliaho, CFO, NYAB Oyj / NYAB AB, +358 (0)40 559 2772, aku.valiaho@nyabgroup.com
• Jan Öhman, Chairman of the Board, NYAB Oyj / NYAB AB, +46 (0)70 226 7534
• Johan Larsson, CEO, NYAB Oyj / NYAB AB, +46 (0)70 182 5070, johan.larsson@nyabgroup.com

About NYAB Oyj

NYAB enables the progress of society for future generations with extensive experience from complex and challenging projects. We provide services of engineering, construction and maintenance within sustainable infrastructure, industrial construction and renewable energy and therefore contribute to the green transition. We operate in Sweden and Finland within both private and public sector.

NYAB Plc's/NYAB AB's Certified Adviser is Augment Partners AB, info@augment.se, phone +46 8 604 22 55.

Attachments

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