The Board of Directors of Nordea Bank Finland Plc has on 3 March 2016 resolved to propose to the general meeting of shareholders to be held on 3 March 2016 that the general meeting decide on a partial demerger. The extraordinary general meeting of Nordea Bank Finland Plc has on 3 March 2016 approved the demerger plan according to which the implementation of the demerger is subject to the conditions set out below. The planned registration date is 1 July 2016.
According to the demerger plan signed on 4 February 2016, Nordea Bank Finland Plc will demerge so that all assets, liabilities and reserves of the covered bond funding business are transferred to one acquiring company to be incorporated in conjunction with the demerger.
Nordea Bank Finland Plc envisages implementing a cross-border merger into its parent company Nordea Bank AB (publ) as previously communicated.
In connection with the merger, the assets and liabilities of Nordea Bank Finland Plc will be allocated to the Finnish branch of Nordea Bank AB (publ) without any other legal actions with the exception of Nordea Bank Finland Plc’s entire covered bond funding business, i.e. all assets, liabilities and reserves of the covered bond funding business, including but not limited to issued covered bonds, mortgages in the cover pool as well as supplementary collateral and unencumbered assets, which will be separated from Nordea Bank Finland Plc by way of the partial demerger prior to the execution of the merger.
The demerger is conditional on the Acquiring Company obtaining a mortgage credit bank licence in accordance with Section 5 of the Covered Bond Act as well as an authorisation as a credit institution as referred to in Section 7 of the Act on Credit Institutions (610/2014, as amended). Nordea Bank Finland Plc has filed an application with the Finnish Financial Supervision Authority and the European Central Bank for the required authorisations for the Acquiring Company.
For further information, please contact:
Andreas Larsson, Senior Investor Relations Officer, Head of Ratings,
+46 709 70 75 55 or Tom Miller, Vice President, Retail Banking Finland, +358 40 864 4554