Helsinki, Finland, 2015-10-12 07:00 CEST (GLOBE NEWSWIRE) -- Finnlines Plc Stock Exchange Release 12 October 2015 at 8:00
AGREEMENT BETWEEN GRIMALDI GROUP S.P.A. AND KESKINÄINEN ELÄKEVAKUUTUSYHTIÖ ILMARINEN
Finnlines Plc (ID 0201153-9) (“Finnlines”) has on 9 October 2015 become aware of an agreement between Grimaldi Group S.p.A. (”Grimaldi”) and Keskinäinen Eläkevakuutusyhtiö Ilmarinen (”Ilmarinen”) which pertains to the transferability of one share owned by Ilmarinen in the company and the use of the relevant voting right.
Grimaldi Euromed S.p.A. has pursuant to information made public on 9 October 2015 acquired from Ilmarinen 5,449,032 shares in Finnlines which corresponds to 10.58 per cent of all the shares and votes in Finnlines. Ilmarinen remains the holder of one share (the “Remaining Share”) in Finnlines following execution of the contract.
In connection with the aforementioned transaction Grimaldi and Ilmarinen have agreed that Grimaldi has the right to purchase the Remaining Share from Ilmarinen within sixty (60) days after a certain minimum dividend action, which Finnlines has disclosed information about on 12 December 2012 (the “Dispute”), has been finally resolved by the Supreme Court with binding effect and without right to appeal (the “Call Option”). Ilmarinen has a corresponding right to require Grimaldi to purchase the Remaining Share (the “Put Option”).
In addition, the parties have agreed that Grimaldi abstains from commencing any measures for the redemption of the Remaining Share pursuant to Chapter 18 of the Finnish Companies Act (624/2006, as amended) prior to the Call Option expiring and that Ilmarinen abstains from commencing any measures for demanding Grimaldi to redeem the Remaining Share pursuant to Chapter 18 of the Finnish Companies Act (624/2006, as amended) prior to the Put Option expiring. The parties have also undertaken not to take any measures which would interfere with the Dispute, or which would cause any danger of creating a situation where the Supreme Court would not render a final and binding decision in the Dispute. In its action Ilmarinen had objected to the decision of Finnlines’ Annual General Meeting held on 20 May 2008 concerning minimum dividend and demanded that the resolution be amended so that the minimum dividend paid should have been 17,181,000 euros instead of 180,216.39 euros.
Finnlines has acquainted itself with the Agreement.
Ilmarinen has undertaken, inter alia, not to acquire any additional shares in Finnlines until the ownership of the Remaining Share has been transferred to Grimaldi.
Further information: Tapani Voionmaa, Group General Counsel, tel. +358 50 565 5207
Finnlines Plc
Tom Pippingsköld Tapani Voionmaa
CFO Group General Counsel
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About Finnlines
Finnlines is a leading shipping operator of ro-ro and passenger services in the Baltic Sea and the North Sea. The Company is listed on the NASDAQ OMX Helsinki Ltd and is a part of the Grimaldi Group, one of the world’s largest operators of ro-ro vessels and the largest operator of the Motorways of the Sea in Europe for both passengers and freight. This affiliation enables Finnlines to offer liner services to and from any destination in the Mediterranean, West Africa as well as the Atlantic coast of both North and South America.