20 September 2021
Virala Acquisition Company Plc Stock Exchange Release, September 20, 2021 at 10.55 a.m EEST
Virala Acquisition Company Plc (“VAC”) and Purmo Group Ltd (”Purmo Group”) announced on 8 September 2021 a merger to form a publicly listed company aiming for global leadership in sustainable indoor climate comfort solutions (the “Merger”).
Subsequent to the positive market reaction of the merger announcement, the first share price hurdle of EUR 12.00 set out in the articles of association has been exceeded, pursuant to which 18.75 per cent of class F shares held by VAC’s founding shareholder, Virala Corporation, becomes eligible for conversion into class C shares (the “First Conversion Right”).
As a result of the First Conversion Right becoming exercisable, the total amount of class F shares convertible to class C shares at the start of the conversion period on 28 June 2024 is 293,478 shares (taking into account the class E shares being automatically converted into class F shares in connection with the execution of the Merger), which corresponds to 0.70 per cent of all shares in VAC following to the execution of the contemplated Merger (in total 41,939,748 shares).
In accordance with the articles of association, VAC’s class F shares can be converted to class C shares at the earliest three (3) years and at the latest seven (7) years after the completion of the initial public offering of VAC. The conversion right becomes exercisable after the trading day on which the volume weighted average trading price of the class C shares on Nasdaq Helsinki during the preceding ten (10) consecutive trading day period equals or exceeds a defined total shareholder return based threshold.
Further as a result of the First Conversion Right becoming exercisable, the class F shares eligible for conversion now also carry a right to dividends and other distributions of funds in accordance with the articles of association.
Currently VAC has 10,780,000 class C shares, 937,391 class F shares, and 627,826 class E Shares. As a result of the Merger, VAC is expected to have 40,374,531 class C shares and 1,565,217 class F shares, of which 293,478 shares have received the conversion right.
VIRALA ACQUISITION COMPANY PLC
Johannes Schulman, CEO, tel. +358 50 321 7447
Nasdaq Helsinki Ltd
About Purmo Group – Purmo Group is an internationally leading company in sustainable indoor climate comfort solutions. Purmo Group’s comprehensive product offering includes radiators, towel warmers, underfloor heating, convectors, valves and controls. The company’s 3,300 industry professionals operate through 34 locations in 19 countries, manufacturing and distributing top quality products and solutions to customers in more than 100 countries globally. www.purmogroup.com/
About VAC – Virala Acquisition Company Plc (VAC) is a Finnish acquisition company, tailored to the Finnish capital markets. The goal of VAC is to identify and execute one or more acquisitions that aim to create significant value for both the shareholders and the target company, as well as complement the Finnish capital markets. VAC seeks one or more companies and/or businesses with an estimated enterprise value ranging from approximately EUR 50 to EUR 500 million. The founding shareholder of VAC is the industrial enterprise Virala which has committed to act as a long-term anchor owner and developer of the companies to be acquired. www.virala.fi/en