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Purmo Group (“Purmo Group“or the”Society”) Announces that the statutory merger by absorption of Purmo Group Ltd. in Virala Acquisition Company Plc (“ACC“) (the “Merger”) Has been registered with the Finnish Commercial Register on the effective date of the Merger on December 31, 2021. As a result, Purmo Group Ltd. was dissolved and ACC became Purmo Group.
Trading of existing merger shares and class C shares on the official list of Nasdaq Helsinki Ltd will start on January 3, 2022 under the commercial code PURMO (ISIN code: FI4000507488).
Based on the new class C shares issued in consideration of the merger to the shareholders of Purmo Group Ltd, the total number of class C shares of Purmo Group Plc is 40,374,531 shares, the total number of all shares is of 41 939 748 and the share capital is 3,080,000 euros.
Inaugural Meeting of the Board of Directors of Purmo Group Plc
The Extraordinary General Assembly of Virala Acquisition Company Plc to December 13, 2021 elected the following people to the board of directors to Purmo Group: Tomas von rettig as president, Matt Rosenberg as vice-president, and Alexandre ehrnroot, Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catherine stackelberg as members.
The board of directors of Purmo Group held its inaugural meeting today and has decided to establish a Compensation Committee and a Mergers and Acquisitions Committee in addition to the current Audit Committee.
The Board of Directors elected the following members to the Board committees:
- Jyri Luomakoski as chairman of the audit committee with Matt Rosenberg and Alexandre ehrnroot as members of this committee;
- Tomas von rettig as Chairman of the Compensation Committee with Catherine stackelberg and Carina Edblad as members of this committee; and
- Matt Rosenberg as Chairman of the M&A Committee with Alexandre ehrnroot and Carlo Grossi as members of this committee.
The Board of Directors has assessed the independence of the members of the Board and concluded that all members of the Board of Directors are independent of the Company. Carina Edblad, Carlo Grossi, Jyri Luomakoski and Catherine stackelberg are also independent of the Company’s significant shareholders. Alexandre ehrnroot is not independent of a major shareholder of the Company, Viral society and Tomas von rettig and Matt Rosenberg are not independent of a major shareholder of the Company, Rettig Group SA
The board of directors has decided to appoint John Peter Leesi as CEO of the Company. The Board of Directors has further decided to appoint the following persons within the management team of the company:
- Erik Hedin, Financial director
- Mike Conlon, Senior Vice President, Indoor Air Conditioning Systems Division
- Linda currie, Human Resources Director
- Tomasz Tarabura, Senior Vice President, Radiators Division
In addition, the Board of Directors formally adopted the financial objectives, dividend policy and strategy of the Company, which had previously been set by Purmo Group Ltd. and announced on November 30, 2021.
Tomas von rettig, Chairman of the Board of Directors of Purmo Group Plc, comments:
“The merger of Purmo Group Ltd. with VAC and subsequent list of new Purmo Group on the Nasdaq Helsinki is a historic achievement that will support the Purmo Group’s growth strategy and our value creation program. With our strong management team, supported by our newly appointed Board of Directors, we are well positioned to achieve our strategic goal of becoming the global leader in sustainable indoor climate comfort solutions and achieving our ambitious financial goals.
John Peter Leesi, CEO of Purmo Group, comments:
“Since the merger of ACC and Purmo Group was announced in September 2021, the need for energy-efficient and sustainable indoor climate comfort solutions has further intensified. Thanks to our wide range of products and our brands recognized for their quality and innovation, we are uniquely positioned to offer the market the most intelligent indoor air conditioning systems and solutions possible. Our growth ambitions are clear. With our management team and committed employees, and supported by our long-standing relationships with wholesalers through Europe, Russia and China, we feel at ease in our new coming journey. I am very excited to launch the next phase of the Purmo Group and lead Purmo Group as a listed company with a clear ambition to become the world market leader in indoor climate comfort solutions.
PURMO SA GROUP
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 world leader in sustainable indoor climate comfort solutions. Our 3,500 employees operate at 46 sites in 21 countries, manufacturing and distributing premium products and solutions to customers in more than 100 countries around the world. www.purmogroup.com
Distribution of this press release may be restricted by law and persons in possession of any document or other information mentioned in this document should inform themselves of and comply with these restrictions. The information contained in this document is not intended to be published or distributed, in whole or in part, directly or indirectly, in or in 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 require additional documents to be completed or registered or action taken in addition to the requirements of Finnish law. Any breach of these restrictions may constitute a violation of the securities laws of such jurisdiction. This release is not intended for, and is not intended for distribution or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction where a such distribution, publication, availability or use would be contrary to law or regulation or which would require registration or license in that jurisdiction.
This press release does not constitute an offer of shares in consideration for the merger in United States and it is not intended for distribution in or in United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The Merger Compensation shares have not been and will not be registered under the we Securities Act of 1933 (the “Securities Act“), and may not be offered, sold or delivered in or in United States, except by virtue of an applicable exemption or in connection with a transaction not subject to the Securities Act.
This press release is for informational purposes only and does not constitute an offer or invitation by or on behalf of VAC, Rettig Group SA Where Purmo Group, or any other person, to purchase securities.
This press release does not constitute a prospectus. Any decision relating to the merger by statutory absorption of Purmo Group in VAC must be made solely on the basis of the information to be included in the prospectus relating 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 ACC, Purmo Group, their respective subsidiaries, their respective titles and the Merger. No part of this press release, or the fact of its distribution, should form the basis of, or be relied upon in connection with, any contract or commitment or investment decision of any kind. The information in this press release has not been independently verified, does not claim to be complete or complete, and may be subject to change. No representation, warranty or commitment, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of any information or opinions contained in the this document. Neither ACC, Rettig Group SA Where Purmo Group, nor any of their respective affiliates, advisers or representatives or any other person, shall be liable (by negligence or otherwise) for any loss resulting from the use of this version or its contents or arising in any other way from this version. Each person should rely on their own review and analysis of VAC, Purmo Group, their respective titles and the Merger, including the merits and the risks involved. The transaction may have tax consequences for Purmo Group shareholders, who should seek their own tax opinion.
This press release includes “forward-looking statements” which are based on current plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations and assumptions which, although they seem reasonable at this time, may prove to be incorrect. Shareholders should not rely on these forward-looking statements. Many factors may cause the actual results of operations or the financial condition of the Combined Company to differ materially from those expressed or implied in the forward-looking statements. Neither ACC nor Purmo Groupnor any of their respective affiliates, advisers or representatives or any other person undertakes to review, confirm or publicly publish any revision of any forward-looking statement to reflect events or circumstances that arise after the date of this release.
Nordea Abp Bank (“Nordea“) and Skandinaviska Enskilda Banken AB (publ) Helsinki branch (“Seb”) Act as financial advisers to VAC on certain matters outside of United States and no one else in connection with the matters mentioned herein, and shall not be liable to anyone other than VAC for providing the protections afforded to clients of Nordea and SEB, or for giving advice in relation to the transaction. or any question or arrangement referred to in this version.