ALTIA PLC STOCK EXCHANGE RELEASE 30 August 2021 at 2.15 p.m. EEST THIS STOCK EXCHANGE RELEASE MAY NOT BE PUBLISHED OR DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICAOR 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. Listing application approved for the temporary secondary listing of Anora Group Plcon the Oslo Stock Exchange Altia Plc("Altia") and Arcus ASA("Arcus") introduced on 29 September 2020the merger of Altia's and Arcus' enterprise operations by way of a statutory cross-border absorption merger of Arcus into Altia (the "Merger"). In accordance with the merger plan, the firms' intent has been to hunt a temporary secondary listing of the shares of the mixed firm on Oslo Børs (the " Oslo Stock Exchange") along with the present listing of Altia on the official record of Nasdaq Helsinki Ltdin reference to the completion of the Merger. The firms introduced on 25 August 2021that each one circumstances for the Merger have been fulfilled and that the Merger will likely be accomplished. Altia has submitted an application for a temporary secondary listing of the mixed firm's shares on the Oslo Stock Exchangein reference to the completion of the Merger, for a transitional interval of 4 (4) months from the first day of the secondary listing on the Oslo Stock Exchange. The Oslo Stock Exchangehas in the present day approved the listing application. The shares of the mixed firm will likely be listed by way of a depository curiosity association in the Norwegian Verdipapirsentralen (the "VPS") and will likely be buying and selling on the Oslo Stock Exchangebeneath the ticker code ANORA. Trading on the Oslo Stock Exchangeis anticipated to start after the Merger is accomplished on 1 September 2021. After the transitional interval the mixed firm will apply for the shares in the mixed firm to be delisted from the Oslo Stock Exchange. ALTIA PLCContacts: Analysts and traders: Tua Stenius-Örnhjelm, Investor Relations, tel. +358 40 748 8864 Media: Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867 Distribution: Nasdaq Helsinki Ltd Principal media www.altiagroup.com Information on Altia and Arcus in short Altia is a number one Nordic alcoholic beverage model firm working in the wine and spirits markets in the Nordic and Balticinternational locations. Altia needs to assist a improvement of a contemporary, accountable Nordic consuming tradition. Altia's key exports manufacturers are Koskenkorva, O.P. Andersonand Larsen. Other iconic Nordic manufacturers are Chill Out, Blossa, Xanté, Jaloviina, Leijona, Explorer and Grönstedts. Altia's present technique is constructed on two core strengths: Altia is the Nordic distillery that masters the sustainable manufacturing of high-quality grain-based spirits, and offers the finest route-to-market by way of distribution and channel execution for its manufacturers and companions. Arcus is a number one Nordic branded client items firm inside wine and spirits. Arcus is the world's largest producer of aquavit, and holds sturdy market positions for wine and spirits throughout the Nordics. Vectura, an entirely owned firm, provides full logistics options for the beverage business in Norway. Arcus was spun off from the Norwegian state monopoly, Vinmonopolet, in 1996 and since then has grown from an area firm to a global group with the Nordic area and Germanyas its house market. The Group additionally exports a vital quantity of spirits to different international locations. Arcus is listed on Oslo Børs. Important discover The distribution of this launch could also be restricted by legislation and individuals into whose possession any doc or different data referred to herein comes ought to inform themselves about and observe any such restrictions. The data contained herein is just not for publication or distribution, in complete or partly, immediately or not directly, in or into Australia, Canada, Hong Kong, Japan, South Africaor some other jurisdiction the place such publication or distribution would violate relevant legal guidelines or guidelines or would require extra paperwork to be accomplished or registered or require any measure to be undertaken along with the necessities beneath Finnish legislation. Any failure to adjust to these restrictions might represent a violation of the securities legal guidelines of any such jurisdiction. This launch is just not directed to, and isn't supposed for distribution to or use by, any individual or entity that could be a citizen or resident or positioned in any locality, state, nation or different jurisdiction the place such distribution, publication, availability or use could be opposite to legislation or regulation or which might require any registration or licensing inside such jurisdiction. Altia is a Finnish firm and Arcus is a Norwegian firm. The transaction, together with the data distributed in reference to the merger and the associated shareholder votes, is topic to disclosure, timing and procedural necessities of a non- U.S.nation, that are completely different from these of the United States. It could also be tough for U.S.shareholders of Arcus to implement their rights and any declare they might have arising beneath U.S.federal or state securities legal guidelines, since Altia and Arcus aren't positioned in the United States, and all or some of their officers and administrators are residents of non- U.S.jurisdictions. It could also be tough to compel a international firm and its associates to topic themselves to a U.S.court docket's judgment. U.S.shareholders of Arcus might not have the ability to sue Altia or Arcus or their respective officers and administrators in a non- U.S.court docket for violations of U.S.legal guidelines, together with federal securities legal guidelines, or at the least it might show to be tough to proof such claims. Further, it might be tough to compel Altia or Arcus and their associates to topic themselves to the jurisdiction of a U.S.court docket. In addition, there's substantial doubt as to the enforceability abroad in unique actions, or in actions for the enforcement of judgments of U.S.courts, based mostly on the civil legal responsibility provisions of the U.S.federal securities legal guidelines. Arcus' shareholders ought to be conscious that Altia is prohibited from buying Arcus' shares in any other case than beneath the Merger, resembling in open market or privately negotiated purchases, at any time throughout the pendency of the Merger beneath the Merger Plan. This launch doesn't represent a discover to an EGM or a merger prospectus and as such, doesn't represent or type half of and shouldn't be construed as, an supply to promote, or the solicitation or invitation of any supply to purchase, purchase or subscribe for, any securities or an inducement to enter into funding exercise. Any choice with respect to the proposed merger of Arcus into Altia ought to be made solely on the foundation of data to be contained in the precise notices to the EGM of Arcus and Altia, as relevant, and the merger prospectus associated to the merger in addition to on an unbiased evaluation of the data contained therein. You ought to seek the advice of the merger prospectus for extra full details about Altia, Arcus, their respective subsidiaries, their respective securities and the merger. No half of this launch, nor the reality of its distribution, ought to type the foundation of, or be relied on in reference to, any contract or dedication or funding choice by any means. The data contained on this launch has not been independently verified. No illustration, guarantee or enterprise, expressed or implied, is made as to, and no reliance ought to be positioned on, the equity, accuracy, completeness or correctness of the data or the opinions contained herein. Neither Altia nor Arcus, nor any of their respective associates, advisors or representatives or some other individual, shall have any legal responsibility by any means (in negligence or in any other case) for any loss nonetheless arising from any use of this launch or its contents or in any other case arising in reference to this launch. Each individual should rely on their very own examination and evaluation of Altia, Arcus, their respective securities and the merger, together with the deserves and dangers concerned. The transaction might have tax penalties for Arcus shareholders, who ought to search their very own tax recommendation. This launch consists of "forward-looking statements." These statements might not be based mostly on historic info, however are statements about future expectations. When used on this launch, the phrases "goals," "anticipates," "assumes," "believes," "might," "estimates," "expects," "intends," "might," "plans," "ought to," "will," "would" and comparable expressions as they relate to Altia, Arcus or the merger establish sure of these forward-looking statements. Other forward-looking statements might be recognized in the context during which the statements are made. Forward-looking statements are set forth in a quantity of locations on this launch, together with wherever this launch consists of data on the future outcomes, plans and expectations with regard to the Combined Company's enterprise, together with its strategic plans and plans on progress and profitability, and the common financial circumstances. These forward-looking statements are based mostly on current plans, estimates, projections and expectations and aren't ensures of future efficiency. They are based mostly on sure expectations, which can become incorrect. Such forward-looking statements are based mostly on assumptions and are topic to varied dangers and uncertainties. Shareholders mustn't rely on these forward-looking statements. Numerous elements might trigger the precise outcomes of operations or monetary situation of the Combined Company to vary materially from these expressed or implied in the forward-looking statements. Neither Altia nor Arcus, nor any of their respective associates, advisors or representatives or some other individual undertakes any obligation to evaluate or affirm or to launch publicly any revisions to any forward-looking statements to replicate occasions that happen or circumstances that come up after the date of this launch. Further, there might be no certainty that the merger will likely be accomplished in the method and timeframe described on this launch, or in any respect. The securities referred to on this launch haven't been, and won't be, registered beneath the United States Securities Act of 1933, as amended (the " U.S.Securities Act"), or the securities legal guidelines of any state of the United States(as such time period is outlined in Regulation S beneath the U.S.Securities Act) and will not be supplied, bought or delivered, immediately or not directly, in or into the United Statesabsent registration, besides pursuant to an exemption from, or in a transaction not topic to, the registration necessities of the U.S. SecuritiesAct and in compliance with any relevant state and different securities legal guidelines of the United States. This launch doesn't represent a suggestion to promote or solicitation of a suggestion to purchase any of the shares in the United States. Any supply or sale of new Altia shares made in the United Statesin reference to the merger could also be made pursuant to the exemption from the registration necessities of the U.S.Securities Act offered by Rule 802 thereunder. The new shares in Altia haven't been and won't be listed on a U.S.securities change or quoted on any inter-dealer citation system in the United States. Neither Altia nor Arcus intends to take any motion to facilitate a market in the new shares in Altia in the United States. The new shares in Altia haven't been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities fee in the United Statesor some other regulatory authority in the United States, nor have any of the foregoing authorities handed remark upon, or endorsed the advantage of, the merger or the accuracy or the adequacy of this launch. Any illustration to the opposite is a felony offence in the United States.
Click right here for extra data
© Oslo Bors ASA, supply