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VMP Group: VMP and Smile have completed the combination and VMP has decided on directed share issue

09:48 VMP PLC -- COMPANY ANNOUNCEMENT -- 23 AUGUST 2019 AT 9:45 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION VMP and Smile have completed the combination and VMP has decided on directed share issue VMP Plc (VMP) announced on 5 July 2019 that it had signed a share purchase agreement with NoHo Partners Plc (NoHo Partners) and the minority shareholders of Smile Henkilstpalvelut Oyj (Smile) to acquire the share capital of Smile as share consideration (the Transaction or Combination). The Transaction was subject to approval by VMPs shareholders in the Extraordinary General Meeting (the EGM) of VMP and the approvals and commitments from the financing banks. The conditions for carrying out the Transaction have been met, and the acquisition of Smile has been completed today, 23 August 2019. The Transaction brings together two industry leading HR services companies, who together have a stronger market position and a better ability to reform working life. The Combination is a strategically important step enabling investments into digitalisation and developing new services. The Combination is expected to create value for the companys customers, employees and shareholders. Liisa Harjula, Chairman of VMPs Board of Directors, comments: The Combination is a unique milestone in the Finnish HR services industry. The industry now has a new front-runner, which is even better positioned to respond to the changing needs of working life and to offer employment enhancing services. Sami Asikainen, the new CEO of VMP, comments: It is great that we can now start working together as a new company. I believe that we can offer even more added value for our customers when we combine two top HR services companies and form a new player in the Finnish working life. It is amazing to get the opportunity to build the future of the industry and to renew the Finnish working life. Issuing of new VMP shares as share consideration to the shareholders of Smile The Board of Directors has today decided on the execution of a directed share issue in accordance with the resolution of the EGM held on 22 August 2019. Smiles shareholders will receive 0.8087 new shares in VMP as share consideration for each share in Smile owned by them, i.e. a total of 10,050,177 new shares in VMP. The subscription price for the shares is 5.064 euros per share and it shall be paid by contribution in kind of Smile shares. The subscription price of the share issue shall be recorded in its entirety to the invested unrestricted equity fund of VMP. The new shares are expected to be registered in the Finnish Trade Register on or about 27 August 2019 and trading in the new shares on the Nasdaq First North Finland marketplace is expected to commence on or about 28 August 2019. As a result of the registration of the new shares, the total number of VMP shares will increase to 24,849,375 shares. In connection with the Transaction, NoHo Partners and certain Smiles minority shareholders have submitted a lock-up undertaking, according to which, subject to certain customary exceptions, they have undertaken not to sell the shares they receive in connection with the Transaction in VMP during a period of 180 days after the completion of the Transaction. The lock-up commitments concern approximately 89.1% of the new shares in VMP issued in connection with the Transaction and approximately 36.0% of all shares in VMP after the share issue. Following the Transaction, the former shareholders of VMP will hold approximately 59.6% and the former shareholders of Smile approximately 40.4% of the shares in VMP. After the Transaction VMPs largest shareholders will be NoHo Partners with approximately 30.3% shareholding, funds managed by Sentica (Sentica Buyout V Ky and Sentica Buyout V Co-investment Ky) with approximately 23.1% shareholding and Meissa-Capital Oy with approximately 11.5% shareholding. Other matters related to the Combination The combined company intends to release further information on strategy and the integration plan later in the autumn. Additional information: VMP Plc Liisa Harjula, Chairman of the Board liisa.harjula@sentica.fi Tel. +358 (0)40 506 2295 Sami Asikainen, CEO sami.asikainen@smilepalvelut.fi https://www.globenewswire.com/Tracker?data=mCHQ-FJdL_XBmWzudHRs_zfuTKu4GwWscbXrbL4KEBFjQ340g8Q8dPti7lcsG1IdPEBrU2Gc4adQ-IL65rgXz_7J6-Tf4EwEfXe4LpMDKcWB26ME9IBJPT3VtuyUC0nQ Tel. +358 (0)40 700 9915 Certified Advisor: Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934 IMPORTANT ADDITIONAL INFORMATION This company release relates to the offer by VMP to the shareholders of Smile to exchange all of shares and convertible securities issued by Smile for new shares of VMP. This company release is for informational purposes only and does not constitute an offer to purchase or exchange, or a solicitation of an offer to sell or exchange, any shares in VMP or Smile. The information contained in this company release must not be published, released or distributed, either directly or indirectly, in any jurisdiction where the publication, release or distribution of such information is restricted by laws or regulations. Therefore, persons in such jurisdictions in which these materials are published, released or distributed must inform themselves about and comply with such laws and regulations. VMP does not accept any responsibility for any violation by any person of relating to such restrictions. © GlobeNewswire
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