31 December 2021
PURMO GROUP PLC STOCK EXCHANGE RELEASE 31 December 2021 at 12:20 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. FOR FURTHER INFORMATION, PLEASE SEE THE “IMPORTANT INFORMATION” BELOW.
Purmo Group Plc (“Purmo Group” or the “Company”) announces that the statutory absorption merger of Purmo Group Ltd into Virala Acquisition Company Plc (“VAC”) (the “Merger”) has been registered with the Finnish Trade Register on the effective date of the Merger on 31 December 2021. As a result, Purmo Group Ltd has been dissolved and VAC has become Purmo Group Plc.
Trading in the merger consideration shares and the existing class C shares on the official list of Nasdaq Helsinki Ltd will commence on 3 January 2022 under the trading code PURMO (ISIN code: FI4000507488).
Based on the new class C shares issued as merger consideration to Purmo Group Ltd’ shareholders, the total number of Purmo Group Plc’s class C shares is 40,374,531 shares, the total number of all shares is 41,939,748 and the share capital is EUR 3,080,000.
Inaugural meeting of Purmo Group Plc’s Board of Directors
The Extraordinary General Meeting of Virala Acquisition Company Plc on 13 December 2021 elected the following persons to the Board of Directors for Purmo Group Plc: Tomas von Rettig as Chairman, Matts Rosenberg as Vice Chairman, and Alexander Ehrnrooth, Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg as members.
The Board of Directors of Purmo Group Plc has today held its inaugural meeting and resolved to establish a Remuneration Committee and an M&A Committee in addition to the currently operating Audit Committee.
The Board of Directors elected the following members to the Board committees:
- Jyri Luomakoski as the Chairman of the Audit Committee with Matts Rosenberg and Alexander Ehrnrooth as members of that committee;
- Tomas von Rettig as the Chairman of the Remuneration Committee with Catharina Stackelberg and Carina Edblad as members of that committee; and
- Matts Rosenberg as the Chairman of the M&A Committee with Alexander Ehrnrooth and Carlo Grossi as members of that committee.
The Board of Directors has assessed the independence of the Board members and concluded that all members of the Board of Directors are independent of the Company. Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catharina Stackelberg are also independent of the significant shareholders of the Company. Alexander Ehrnrooth is not independent of a significant shareholder of the Company, Virala Corporation and Tomas von Rettig and Matts Rosenberg are not independent of a significant shareholder of the Company, Rettig Group Ltd.
The Board of Directors has resolved to appoint John Peter Leesi as the CEO of the Company. The Board of Directors has further resolved to appoint the following persons to the Leadership Team of the Company:
- Erik Hedin, Chief Financial Officer
- Mike Conlon, Senior Vice President, Indoor Climate Systems Division
- Linda Currie, Chief People Officer
- Tomasz Tarabura, Senior Vice President, Radiators Division
In addition, the Board of Directors has formally adopted the financial targets, dividend policy and strategy for the Company, which were previously set by Purmo Group Ltd and announced on 30 November 2021.
Tomas von Rettig, Chairman of Purmo Group Plc’s Board of Directors, comments:
“The merger of Purmo Group Ltd with VAC and subsequent listing of the newly formed Purmo Group Plc on Nasdaq Helsinki is a historic achievement that will support Purmo Group’s growth strategy and our value creation agenda. With our strong management team, supported by our newly appointed board of directors, we are well placed to achieve our strategic objective to become the global leader in sustainable indoor climate comfort solutions and to reach our ambitious financial targets.”
John Peter Leesi, CEO of Purmo Group, comments:
“Since the merger of VAC and Purmo Group was announced in September 2021, the need for energy-efficient and sustainable indoor climate comfort solutions has intensified further. With our broad product offering and brands recognized for quality and innovation, we are uniquely positioned to offer the market the smartest possible indoor climate systems and solutions. Our growth ambitions are clear. Together with our leadership team and committed employees, and supported by our longstanding relationships with wholesalers across Europe, Russia and China, we feel comfortable on our new journey ahead. I am very excited to start Purmo Group’s next phase and to lead Purmo Group as a publicly listed company with a clear ambition to become the global market leader in indoor climate comfort solutions.”
PURMO GROUP PLC
Erik Hedin, CFO, +44 (0)7979 363473
Josefina Tallqvist, Investor Relations: +358 (0)40 745 5276
Nasdaq Helsinki Ltd
Purmo Group is a leader in sustainable indoor climate comfort solutions in Europe. We provide complete heating and cooling solutions to residential and non-residential buildings, including radiators, towel warmers, underfloor heating, convectors, valves and controls. Our mission is to be the global leader in sustainable indoor climate comfort solutions. Our 3,500 employees operate through 46 locations in 21 countries, manufacturing and distributing top quality products and solutions to customers in more than 100 countries globally. www.purmogroup.com
The distribution of this release 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 United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa 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 law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release 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 release is not an offer of Merger Consideration shares in the United States and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The Merger Consideration shares have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.
This release is for information purposes only and does not constitute an offer of or an invitation by or on behalf of, VAC, Rettig Group Ltd or Purmo Group, or any other person, to purchase any securities.
This release does not constitute a prospectus. Any decision with respect to the statutory absorption merger of Purmo Group into VAC should be made solely on the basis of information to be contained in the prospectus related to the Merger as well as on an independent analysis of the information contained therein. You should consult the prospectus for more complete information about VAC, Purmo Group, their respective subsidiaries, their respective securities and the Merger. No part of this release, 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 release has not been independently verified, does not purport to be full or complete and may be subject to change. 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 VAC, Rettig Group Ltd or Purmo Group, nor any of their respective 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 release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of VAC, Purmo Group, their respective securities and the Merger, including the merits and risks involved. The transaction may have tax consequences for Purmo Group shareholders, who should seek their own tax advice.
This release includes “forward-looking statements” that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Combined Company to differ materially from those expressed or implied in the forward-looking statements. Neither VAC nor Purmo Group, nor any of their respective 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 release.
Nordea Bank Abp (“Nordea”) and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (“SEB”) are acting as financial advisers to VAC on certain matters outside of the United States and no one else in connection with the matters referred to herein, and will not be responsible to anyone other than VAC for providing the protections afforded to clients of Nordea and SEB, or for giving advice in connection with the transaction or any matter or arrangement referred to in this release.