YIT Corporation’s demerger registered with the Finnish Trade Register
Helsinki, Finland, 2013-07-01 08:00 CEST --
YIT CORPORATION STOCK EXCHANGE RELEASE 1 July 2013 at 9:00 a.m.
YIT CORPORATION’S DEMERGER REGISTERED WITH THE FINNISH TRADE REGISTER
The implementation of the partial demerger decided upon by the extraordinary general meeting of YIT Corporation (“YIT”) on 17 June 2013 has been registered with the Finnish Trade Register yesterday on 30 June 2013.
President & CEO Kari Kauniskangas: Thanks to our professional personnel – let us wish all the best for Caverion in the future
“The demerger process was completed at a record pace, and I wish to thank our professional personnel for a job well done. Now we can focus on implementing our strategy which was ratified at the beginning of June. We wish all the best for Caverion. We will continue working together – also in the future.”
The Extraordinary General Meeting of YIT decided on 17 June 2013 to approve the partial demerger
The Extraordinary General Meeting of YIT decided on 17 June 2013 to approve the partial demerger in accordance with the demerger plan signed by YIT’s Board of Directors on 21 February 2013. According to the demerger plan YIT demerged so that all of the assets and liabilities related to YIT's Building Systems business were transferred to a company to be established in the demerger named Caverion Corporation (“Caverion”). YIT's Construction Services business remained with YIT in the demerger. Following the implementation of the demerger, Caverion Corporation is an independent public limited company, separate from YIT Corporation.
In connection with the registration of the implementation of the demerger, section 2 of the Articles of Association of YIT concerning the objects of the company has been amended in the form described in the demerger plan signed by YIT’s Board of Directors on 21 February 2013 by removing references to the activities transferred to Caverion. In addition, Ari Lehtoranta and Michael Rosenlew, who acted as members of the Board prior to the registration of the implementation of the demerger have resigned from YIT’s Board of Directors as of the implementation of the demerger. Thus, the composition of YIT’s Board of Directors as of 1 July 2013 is as follows: Henrik Ehrnrooth as Chairman, Reino Hanhinen as Vice Chairman and Kim Gran, Satu Huber and Erkki Järvinen as members. As of 1 July 2013, Kari Kauniskangas will act as YIT’s President and CEO and Tero Kiviniemi as his deputy.
YIT’s shareholders have received Caverion shares as demerger consideration
YIT’s shareholders have received as demerger consideration one (1) share in Caverion for each share owned in YIT. No demerger consideration was distributed to any treasury shares held by YIT. Thus, the number of shares given as demerger consideration was 125,596,092. The implementation of the demerger does not have effects on the listing of YIT shares on NASDAQ OMX Helsinki Ltd.
The registration document according to the Finnish Securities Markets Act, which includes information on Caverion and its business and financial position, as well as the securities note and summary (together with the registration document the “Prospectus”) related to the partial demerger disclosed by YIT on 5 February 2013 and the shares to be given as demerger consideration in connection with the partial demerger, have been available as of 5 June 2013 on YIT’s website at www.yit.fi/sijoittajat. The unofficial English translation of the Prospectus has been available as of 5 June 2013 on YIT’s website at www.yitgroup.com/investors. The Prospectus has been supplemented by a supplement document dated 26 June 2013, which has been available as a part of the Prospectus as of 27 June 2013 in the above mentioned addresses.
Helsinki, 1 July 2013
Board of Directors
For further information, please contact:
Hanna-Maria Heikkinen, Vice President, Investor Relations, YIT Corporation, tel. +358 20 433 2635, firstname.lastname@example.org
NASDAQ OMX Helsinki
YIT leads the way in construction field by creating more attractive and sustainable urban environments in Finland, Russia, the Baltic countries, the Czech Republic and Slovakia. YIT builds housing, business premises and infrastructure, develops entire areas, and offers residential service concepts for consumers. YIT has over 100 years of experience and a strong market position: it is the largest residential construction company in Finland and the most significant foreign residential construction company in Russia. YIT is also one of the largest business premises and infrastructure construction companies in Finland. YIT has more than 6,000 employees in seven countries. In 2012, the company’s revenue was approximately EUR 2.0 billion. YIT’s shares are listed on NASDAQ OMX Helsinki. www.yitgroup.com
This announcement is not an offer of securities for sale in any jurisdiction. No securities are being registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. No public offering of securities is being made in the United States.
This release includes forward-looking statements. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this communication, including, without limitation, those regarding the demerger plan and its execution. By their nature, forward looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Such statements are based on numerous assumptions and may differ materially from (and be significantly more negative than) those made in, or suggested by, the forward-looking statements contained in this release.