Inside information: The Board of Directors of Aspo Plc has approved a demerger plan concerning the separation of ESL Shipping into a new listed company
Aspo Plc Inside information 3 August 2026 at 8:50 EEST
Inside information: The Board of Directors of Aspo Plc has approved a demerger plan concerning the separation of ESL Shipping into a new listed company
The Board of Directors of Aspo Plc ("Aspo" or the "Company"), after having assessed the Company's strategic alternatives to maximize the long-term shareholder value regarding the ESL Shipping and Telko businesses, has approved a demerger plan concerning a partial demerger of the Company. According to the demerger plan, the Company will be demerged in such a way that all shares in ESL Shipping Ltd held by the Company, together with the related assets and liabilities, will be transferred to a new independent company to be named ESL Shipping Group Plc ("ESL Shipping Group") and to be incorporated in the demerger (the "Demerger").
The Company intends to apply for the shares of ESL Shipping Group to be admitted to trading on the regulated market of Nasdaq Helsinki Ltd ("Nasdaq Helsinki"). The Company's other business operations would remain with the Company following the Demerger, and it is intended that the Company be renamed Telko Group Plc ("Telko Group") in connection with the Demerger.
Highlights
- The Board of Directors has completed its review and assessment of strategic alternatives, as a result of which the Board of Directors has approved a demerger plan concerning the separation of the Company's subsidiary, ESL Shipping Ltd, into a new independent listed company.
- The Demerger is conditional upon approval by the Extraordinary General Meeting (the "EGM") of the Company, which is expected to be held on 7 December 2026, and upon the Share Exchange Agreement (as defined below) remaining in force on the Effective Date (as defined below).
- The planned completion date of the Demerger is 31 December 2026 ("Effective Date"). The demerger and listing prospectus, which the Company will publish prior to the EGM resolving on the Demerger, will contain more detailed information on the Demerger and the listing of ESL Shipping Group.
- The arrangement is planned to be implemented as a partial demerger of the Company, whereby Aspo's shareholders would be issued with shares in the new ESL Shipping Group to be established. The Company's shareholders would receive one (1) share in ESL Shipping Group for each share they hold in the Company as consideration for the Demerger upon its completion.
- As at today 3 August 2026, Aspo holds approximately 78.6 per cent and Lighthouse HoldCo Ky ("Lighthouse") holds approximately 21.4 per cent of all the shares in ESL Shipping Ltd. ESL Shipping Ltd, Aspo and Lighthouse have signed a share exchange agreement (the "Share Exchange Agreement"). Under the Share Exchange Agreement, Lighthouse would transfer all the shares it holds in ESL Shipping Ltd (a total of 490,908 shares) to ESL Shipping Group in exchange for new shares in ESL Shipping Group (the "Share Exchange Shares") (the "Share Exchange") in an amount which, following the completion of the Share Exchange, corresponds to approximately 21.4 per cent of the shares in ESL Shipping Group not held by ESL Shipping Group or its subsidiaries. Upon the completion of the Share Exchange, ESL Shipping Ltd would become a wholly-owned subsidiary of ESL Shipping Group. According to the Share Exchange Agreement, ESL Shipping Group would carry out the Share Exchange without delay following the completion of the Demerger.
- It is intended that Rolf Jansson will be elected as Chair of the Board and Matti-Mikael Koskinen as CEO of ESL Shipping Group.
- Certain major shareholders of the Company, who together hold approximately 30.7 per cent of the Company's shares and votes, have irrevocably undertaken, subject to certain customary conditions, to attend the Company's EGM and to vote in favour of the Demerger.
Strategic rationale of the Demerger
The purpose of the Demerger is to implement the divestment of the shipping business carried out by ESL Shipping Ltd and its direct and indirect subsidiaries and related assets and liabilities (the "Transferring Business") from Aspo in order to form a new independent group of companies. The parent company will be ESL Shipping Group. Based on the assessment of the Board of Directors of Aspo, the separation of the Transferring Business from Aspo could increase the shareholder value by enabling each business to more effectively execute its own focused strategies and profit growth opportunities.
Due to the independent and separate operations of ESL Shipping Ltd and Telko Ltd, only limited synergies currently exist between the businesses. The businesses of Aspo differ significantly across several dimensions, including strategic focus, capital expenditure requirement, business time horizon, key performance indicators, and ESG focus areas. The Demerger is expected to improve the performance and profitability of ESL Shipping Group and Telko Group through a reduction of complexity and stronger and unshared focus of the management and the Board of Directors. In addition, as two standalone companies, ESL Shipping Group and Telko Group could achieve faster organic and inorganic growth thanks to more tailored financing solutions and targeted capital allocation. Telko Group would benefit from having a more moderate leverage while implementing its new growth strategy. The new corporate structure would also allow the use of Telko Group's shares for M&A purposes. Additionally, the independent companies could implement their growth strategies in parallel without being constrained anymore by the current conglomerate structure and prioritized development activities.
The Board of Directors of Aspo believes that demerging into two separate companies would also increase the attractiveness of the companies as investments and facilitate the valuation of the businesses. Additionally, the separation would simplify company structures, increase transparency and clarify company investment profiles. The Demerger would allow each current owner in Aspo to allocate ownership in ESL Shipping Group and Telko Group based on the investors' own priorities.
Key strategic strengths of ESL Shipping Group
- Stable Northern Bothnian Bay market with expected structural demand growth: The majority of ESL Shipping Group's revenue originates from its core market in the Northern Bothnian Bay. This core market has a critical role in the Nordic infrastructure as approximately 90 per cent of Finnish and Swedish export is transported by sea. Structural demand growth is expected to happen in the market with volumes expected to grow by over 50 per cent from 2025 to 2030, driven by several ongoing large-scale industrial projects.
- Leading market player in an attractive niche market with strict requirements: ESL Shipping Group is the leading market player in the Northern Bothnian Bay area that has special characteristics compared to other shipping regions. Ice is present in the region for 150–200 days a year and port capacity is constrained, while customers require continuous flow of deliveries in any weather conditions.
- Unique expertise tailor-made for the core market: ESL Shipping Group has over 75 years of experience working in the market. Its asset base is unique, consisting of a diverse fleet of ~40 vessels, all of which are ice class 1A or 1A Super and able to do year-round deliveries in icy conditions. ESL Shipping Group is also one of the very few market players that has built-in cranes in large part of its vessels, enabling fast loading and unloading in ship-to-ship operations at sea, which are required by many customer contracts.
- Infrastructure-like operations through contracted revenue: ESL Shipping Group typically enjoys stable revenues based on long-term contracts with leading Nordic industrial companies which accounted for ~80% of total revenue in 2025. Essentially all contracts include inflation clauses and pass-through protection against fluctuation of energy prices. The relationships with customers are long, with an average relationship length among top 10 customers of over 20 years. In total, ESL Shipping Group has over 100 customers and high customer satisfaction with NPS of 52.
- Sustainability expertise driving competitive advantage: ESL Shipping Group is a sustainability frontrunner in the industry as it is the only player in the market committed to Science Based Targets initiative -based net zero emissions by 2040. ESL is also recognized with an Ecovadis Gold rating, only awarded to the best 5 per cent players in the industry. Sustainability leadership gives clear advantages to both ESL Shipping Group and its customers, ranging from lower and more predictable emission costs to competitive pricing through lower fuel costs.
- Potential profit growth path through new green investments and optimization: ESL Shipping Group is currently investing in new Green Coaster and Green Handy vessels that are expected to offer significant efficiency, emission and profitability benefits, both for ESL Shipping Group and its customers. In total, the new vessels are targeted to generate an annual EBITDA improvement in excess of EUR 30m once fully operational in 2029. Additionally, the company has a profit improvement program in place, focusing on operational efficiency. Business intelligence and AI optimization are widely used throughout operations.
- Operative cash flow and strong debt capacity as enablers: ESL Shipping Group has strong debt capacity. This is driven by high operative cash flow relative to profit, which is characteristic for the industry, as well as limited working capital needs. Valuable long-term assets provide a strong collateral base for future investments. Financing is secured through committed financing arrangements and credit commitments over the near-term investment programs, especially with regard to the Green Handy investment. For the Coaster segment especially, time-chartered vessels with different maturities are used in order to ensure flexibility in capacity.
Key strategic strengths of Telko Group
- A specialized regionally leading chemicals distributor: Telko Group is a leading European chemicals solutions partner with presence in attractive and profitable market segments. Telko Group offers broad local customer access to a large number of suppliers, with a wide range of products and services, combined with strong technical expertise. Telko Group's close to 120 years of heritage is built on strong commercial expertise and customer satisfaction, and high employee engagement.
- Significant organic growth opportunity supported by M&A: Telko Group has identified significant opportunities for organic growth, driven by an outsourcing trend of suppliers and Telko Group replicating its local strengths in wider geographical areas. The approximately EUR 31 billion Northern and Western Europe chemicals distribution market is still fragmented with a large number of smaller local players as the top 50 chemicals distributors represent less than a 40 per cent share of the global market, generating a vast M&A pipeline for Telko Group. Telko Group's sales grew from EUR 211 million in 2023 to EUR 285 million in 2025, as a result of organic growth and several strategic acquisitions.
- Focus on specialty chemicals and value-added services: Telko Group is positioned as a strategic partner in the value chain with long-term supplier and customer relationships. Telko Group focuses specifically on specialty products and value-added services, together constituting a majority of Telko Group's sales, enhancing margin levels and overall financial performance. Telko Group's customers and suppliers are highly loyal, with over 90 per cent of sales in 2025 coming from long-term customers, resulting in predictable revenues.
- Clear strategy for potential future profit growth: Telko Group's scalable platform enables further margin expansion potential. The newly introduced operational model built around two business units, Essential Solutions and Advanced Materials, combined with a profit improvement program, will further support the achievement Telko Group's financial targets. The program focuses on commercial and operational excellence and on transforming selected businesses. AI implementation across Telko Group's key activities represents further opportunity.
- Aiming to be a forerunner in sustainability in the industry: Sustainability, including product mix development and supply chain improvement are an integral part of Telko Group's business model. Telko Group's objective is to offer customers more sustainable alternatives across different product categories, including for example bio-based and recycled polymers. Telko Group's sustainability efforts are recognized with an Ecovadis Gold rating.
- The business model is characterized by a stable cash flow and strong returns: Telko Group has demonstrated gradually improving and resilient margins, with EBITA improving from 5.2 per cent to 6.3 per cent during 2023–2025. Resilience has been supported by a wide range of customer industries and attractive market segments, whereas profit improvement has been based on own development actions combined with scalability of the cost base. Telko Group's business model is very asset-light and has offered high returns. Telko Group's strong cash generation has supported financing flexibility to focus on its growth plan while maintaining a low leverage profile.
Overview of the Demerger
The Demerger is planned to be carried out in accordance with the attached demerger plan as a partial demerger pursuant to Chapter 17 of the Finnish Companies Act (624/2006, as amended) (the "Finnish Companies Act"). The shareholders of Aspo would receive, as demerger consideration, one (1) new share in ESL Shipping Group for each share they hold in Aspo (the "Demerger Consideration"), i.e. the Demerger Consideration would be issued to the shareholders of Aspo in proportion to their existing shareholdings with a ratio of 1:1. No action will be required from Aspo shareholders to receive the Demerger Consideration.
The completion of the Demerger is subject, among other things, to the approval of the Company's EGM, upon the Share Exchange Agreement remaining in force on the Effective Date, and the registration of the completion of the Demerger in the Finnish Trade Register following the creditor hearing process in accordance with the Finnish Companies Act.
The Board of Directors of Aspo intends to propose to the shareholders of the Company that they resolve on the Demerger at the EGM of the Company, which is expected to be held on 7 December 2026. The EGM will decide on the Demerger and on other proposals by the Board of Directors in relation to the demerger plan. The Company's Board of Directors will publish the notice to the EGM at a later date.
The Effective Date of the Demerger is, in accordance with the demerger plan, 31 December 2026. Trading in the shares of ESL Shipping Group is currently expected to commence on Nasdaq Helsinki on or about 4 January 2027 or as soon as possible thereafter.
The completion of the Demerger is conditional on the Share Exchange Agreement remaining in force on the Effective Date.
The Board of Directors of Aspo may, at any time prior to the completion of the Demerger, decide not to complete the Demerger if it considers that, due to a change in circumstances that has occurred or arisen after the demerger plan has been signed, completion of the Demerger would no longer be in the best interests of the Company and its shareholders. While systematically executing the demerger scenario, a possible sale of ESL Shipping Ltd remains an alternative scenario, in case this would prove to maximize shareholder value creation.
The demerger plan is included in its entirety as an appendix to this stock exchange release.
Overview of the Share Exchange
As at today 3 August 2026, Aspo holds 1,800,000 shares and Lighthouse 490,908 shares in ESL Shipping Ltd, representing approximately 78.6 per cent and 21.4 per cent, respectively, of all the shares in ESL Shipping Ltd. Aspo and Lighthouse have signed the Share Exchange Agreement according to which ESL Shipping Group will carry out, following the completion of the Demerger on the Effective Date or promptly thereafter, the Share Exchange whereby Lighthouse transfers all the shares it holds in ESL Shipping Ltd (a total of 490,908 shares) to ESL Shipping Group in exchange for new shares in ESL Shipping Group in an amount which, following the Share Exchange, corresponds to approximately 21.4 per cent of the shares in ESL Shipping Group not held by ESL Shipping Group or its subsidiaries. Upon the completion of the Share Exchange, ESL Shipping Ltd will become a wholly-owned subsidiary of ESL Shipping Group.
The number of Share Exchange Shares shall be 8,546,906, if (i) each share in Aspo entitles the shareholder to one share in ESL Shipping Group as consideration in the Demerger and (ii) the number of shares in Aspo not held by Aspo or its subsidiaries on the Effective Date is 31,338,722. If either of the above-mentioned assumptions is not fulfilled, the number of Share Exchange Shares shall be adjusted to correspond to the actual circumstances. The aggregate subscription price of the Share Exchange Shares shall be equivalent to 21.4 per cent of the consolidated equity of ESL Shipping Group as of 30 November 2026 (or in case the Effective Date falls after 31 December 2026, as of the latest month end date for which consolidated accounting figures are available on the Effective Date).
In accordance with the Share Exchange Agreement, Lighthouse is intended to be dissolved after the completion of the Share Exchange and after the Share Exchange Shares have been delivered to Lighthouse's book-entry account (the "Dissolution"). As a result of the completion of the Share Exchange and the Dissolution, OP Finland Infrastructure LP and Varma Mutual Pension Insurance Company, current limited partners of Lighthouse, are expected to become the two largest shareholders of ESL Shipping Group. As a result of the completion of the Share Exchange and the Dissolution, OP Finland Infrastructure LP is expected to receive a number of shares in ESL Shipping Group which, following the Share Exchange and the Dissolution, corresponds to approximately 14.3 per cent of the shares in ESL Shipping Group not held by ESL Shipping Group or its subsidiaries, and Varma Mutual Pension Insurance Company is expected to receive a number of shares in ESL Shipping Group which, following the Share Exchange and the Dissolution, corresponds to approximately 7.1 per cent of the shares in ESL Shipping Group not held by ESL Shipping Group or its subsidiaries. In addition, Varma Mutual Pension Insurance Company currently owns 4.53 per cent of the shares in Aspo.
The shareholders' agreement concerning ESL Shipping Ltd entered into by and between Aspo, Lighthouse and ESL Shipping Ltd shall automatically terminate in connection with the completion of the Demerger, except for certain provisions concerning confidentiality and governing law and disputes.
Certain preliminary unaudited illustrative financial information on a consolidated basis
The consolidated figures presented below are based on the Aspo's segment reporting for the period 1 July 2025 – 30 June 2026.
| Last twelve months (1 July 2025 – 30 June 2026) EUR million / % of net sales | ESL Shipping Group1 | Telko Group2 | Discontinued operations | Current Aspo |
| Net sales | 178.4 | 294.6 | 98.9 | 571.8 |
| EBITDA | 42.3 | 19.4 | 16.4 | 78.0 |
| Comparable EBITDA | 32.0 | 22.1 | 5.4 | 59.5 |
| Comparable EBITDA margin | 17.9% | 7.5% | 5.5% | 10.4% |
| EBITA | 24.8 | 15.3 | 16.2 | 56.3 |
| Comparable EBITA | 14.4 | 18.1 | 5.2 | 37.8 |
| Comparable EBITA margin | 8.1% | 6.1% | 5.3% | 6.6% |
| Operating profit | 24.6 | 11.3 | 16.2 | 52.1 |
| Comparable Operating profit | 14.3 | 14.1 | 5.2 | 33.6 |
| Comparable Operating profit margin | 8.0% | 4.8% | 5.3% | 5.9% |
1 Figures based on Aspo's segment reporting for the ESL Shipping business for 1 July 2025 – 30 June 2026
2 Figures based on Aspo's segment reporting for the Telko business and reported group costs for 1 July 2025 – 30 June 2026
The information presented above for ESL Shipping and Telko businesses is based on historical segment reporting of Aspo and does not represent income or expenses had the businesses been managed as stand-alone consolidated groups separate from Aspo. Furthermore, the segment-based information may not be indicative of the companies' operating performance as standalone listed companies in the future.
| As per 30 June 2026 EUR million | ESL Shipping Group | Telko Group | Current Aspo, total |
| Net debt | 150.8 | 34.1 | 184.9 |
| Invested capital | 250.1 | 139.6 | 389.7 |
The unaudited illustrative information presented above is based on Aspo's unaudited consolidated balance sheet information as at 30 June 2026 and the demerger plan and it illustrates the preliminary consolidated net interest-bearing debt information of both the ESL Shipping Group and Telko Group as if the demerger had occurred on 30 June 2026.
The unaudited preliminary illustrative net interest-bearing debt information set forth above has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and does not represent ESL Shipping Group's or Telko Group's actual net interest-bearing debt position after the completion of the Demerger.
The table below presents the reconciliation of the alternative performance measures.
Reconciliation of comparable EBITA to operating profit
| ESL Shipping Group | Telko Group | Discontinued operations | Aspo Group | |
| Operating profit | 24.6 | 11.3 | 16.2 | 52.1 |
| Amortization and impairment of intangible assets | -0.1 | -4.0 | 0.0 | -4.2 |
| EBITA | 24.8 | 15.3 | 16.2 | 56.3 |
| Items affecting comparability | 10.3 | -2.8 | 10.9 | 18.5 |
| Comparable EBITA | 14.4 | 18.1 | 5.2 | 37.8 |
New medium-term financial targets and dividend policies
The Board of Directors of Aspo has approved new medium-term financial targets and dividend policies for both ESL Shipping Group and Telko Group. The following financial targets and dividend policies are conditional upon the completion of the Demerger and will become effective on the Effective Date.
ESL Shipping Group:
- Comparable EBIT more than EUR 40 million in 2030
- Return on equity above 20%
- Equity ratio above 35%
- The goal is to annually distribute approximately 50% of profit for the period in dividends
The financing of ESL Shipping Group's investment program will affect the equity ratio and dividend-paying capacity in the coming years, for the duration of the current significant investment program.
Telko Group:
- Net sales more than EUR 500 million in 2030
- Comparable EBITA margin above 8% in 2030
- Return on equity above 20%
- Net debt to comparable EBITDA below 2.5x
- The goal is to annually distribute approximately 30% of profit for the period in dividends
Financing arrangements
As part of its preparations for the Demerger, the Company has, on certain customary terms, secured sufficient financing through committed financing arrangements and credit commitments for the businesses to be separated in the Demerger and obtained the necessary consents, confirmations and releases relating to the implementation of the Demerger.
The Board of Directors and management of ESL Shipping Group
The Company's EGM deciding on the Demerger, which is expected to be held on 7 December 2026, will elect the members of the Board of Directors of ESL Shipping Group for the term of office commencing upon the completion of the Demerger. The intention is that Rolf Jansson be elected as the Chair of the Board of Directors of ESL Shipping Group. The Board of Directors of Aspo shall resolve and publish the proposed number of members of the Board of Directors of ESL Shipping Group and the names of other persons proposed to be elected as members of the Board of Directors of ESL Shipping Group at a later date prior to the EGM of Aspo resolving on the Demerger. The proposals regarding the respective compositions of the Boards of Directors of the Company and ESL Shipping Group will be included in the notice to the EGM.
The Company's Board of Directors has resolved to appoint Matti-Mikael Koskinen as the CEO of ESL Shipping Group, provided that the Demerger is carried out.
Undertakings of shareholders of Aspo and ESL Shipping Ltd shareholder support
Certain major shareholders of the Company, including Havsudden Oy Ab, Aev Capital Holding Oy, Tapio Vehmas, Ilmarinen Mutual Pension Insurance Company and Gustav Nyberg, who together hold approximately 30.7 per cent of all the shares and votes in the Company, have irrevocably undertaken, subject to certain customary conditions, to attend the Company's EGM and to vote in favor of the Demerger.
In addition to the irrevocable undertakings, ESL Shipping Ltd's other shareholder, Lighthouse, has signed the Share Exchange Agreement, pursuant to which and following the completion of the Share Exchange and the Dissolution, Lighthouse's current limited partners, OP Finland Infrastructure LP and Varma Mutual Pension Insurance Company, are expected to become the two largest shareholders of ESL Shipping Group following the completion of the Demerger and the Dissolution.
Largest shareholders
The following table sets forth the ten largest shareholders of Aspo that appeared on the shareholder register maintained by Euroclear Nordics Ltd as at 30 June 2026.
| Shareholder | Shares, % |
| Havsudden Oy AB | 10.9 |
| AEV Capital Holding Oy | 10.5 |
| Varma Mutual Pension Insurance Company | 4.5 |
| Tapio Vehmas | 4.1 |
| Ilmarinen Mutual Pension Insurance Company | 2.8 |
| Citibank Europe Plc | 2.7 |
| Gustav Nyberg | 2.5 |
| Nordea Nordic Small Cap Fund | 2.3 |
| IAIK Oy | 2.0 |
| Mandatum Life Insurance Company Limited | 2.0 |
| Others | 55.8 |
| Total | 100.0 |
The following table sets forth the expected ten largest shareholders of ESL Shipping Group upon the completion of the Demerger, the Share Exchange and the Dissolution.
| Shareholder | Shares, %1 |
| OP Finland Infrastructure LP | 14.3 |
| Varma Mutual Pension Insurance Company | 10.7 |
| Havsudden Oy AB | 8.5 |
| AEV Capital Holding Oy | 8.2 |
| Tapio Vehmas | 3.2 |
| Ilmarinen Mutual Pension Insurance Company | 2.2 |
| Citibank Europe Plc | 2.1 |
| Gustav Nyberg | 2.0 |
| Nordea Nordic Small Cap Fund | 1.8 |
| IAIK Oy | 1.6 |
| Others | 45.4 |
| Total | 100.0 |
1 Calculated on the basis of the shareholder register maintained by Euroclear Nordics Ltd as at 30 June 2026.
Advance ruling from the Finnish Tax Administration
The Company has received a binding advance ruling and held a preliminary discussion with the Finnish Tax Administration, according to which the Demerger will be treated as a tax-neutral demerger in accordance with Section 52 c of the Finnish Business Income Tax Act (360/1968, as amended). The advance ruling is valid for income taxation in the tax years 2025 and 2026.
Demerger and listing prospectus
The Company will publish a demerger and listing prospectus prior to the EGM resolving on the Demerger on or about November 2026. The demerger and listing prospectus will contain more detailed information on the Demerger and ESL Shipping Group.
Advisors
Danske Bank A/S, Finland Branch, is acting as the Company's financial adviser and lead arranger for the Demerger. Krogerus Attorneys Ltd is acting as the Company's legal adviser.
Aspo Plc
Board of Directors
Further information
Rolf Jansson, CEO, Aspo Plc, tel. +358 400 600 264, rolf.jansson@aspo.com
Heikki Westerlund, Chair of the Board of Directors, Aspo Plc, heikki@heiwes.com
Distribution:
Nasdaq Helsinki
Key media
www.aspo.com
About Aspo
Aspo creates value by owning and developing business operations sustainably and in the long term. Aspo's businesses – ESL Shipping and Telko – enable future-proof, sustainable choices for customers in various industries. Established in 1929, today we are together about 650 experts on land and at sea. While the Nordic region is our core market, we serve our customers with world-class solutions in 18 countries around Europe and parts of Asia.
Aspo is listed on Nasdaq Helsinki and is headquartered in Finland.
Aspo – Sustainable value creation
Appendix 1: The demerger plan and its appendices
Important notice
This release does not constitute a notice to convene a general meeting of shareholders nor does it constitute a demerger or listing prospectus. Any decision with respect to the proposed partial Demerger of the Company should be made solely on the basis of information to be contained in the actual notice to convene the general meeting of shareholders of the Company, and the demerger and listing prospectus as well as on an independent assessment of the information contained therein. Investors are directed to consult the demerger and listing prospectus for more comprehensive information on ESL Shipping Group, its shares and the proposed Demerger.
This release does not constitute an offer of securities for sale or a solicitation of an offer to subscribe or purchase any securities described in such release in the United States. In particular, any securities referred to in this release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state and other securities laws. There will be no public offering of securities in the United States.
The ESL Shipping Group shares have not been and will not be listed on a U.S. securities exchange or quoted on any inter-dealer quotation system in the United States. Neither the Company nor ESL Shipping Group intends to take any action to facilitate a market in the ESL Shipping Group shares in the United States. Consequently, it is unlikely that an active trading market in the United States will develop for the ESL Shipping Group shares.
The ESL Shipping Group shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed comment upon, or endorsed the merit of, the partial demerger or the accuracy or the adequacy of this release. Any representation to the contrary is a criminal offence in the United States.
This release is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. This communication is directed only at persons who are outside the United Kingdom or persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024 and are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
Forward-looking statements
This release includes "forward-looking statements" that are not historical facts but are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future developments or trends, not on historical facts, constitute forward-looking information. 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. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Numerous factors may cause the actual results of operations or financial condition of the Company or ESL Shipping Group to differ materially from those expressed or implied in the forward-looking statements. Neither the Company, ESL Shipping Group, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.
Attachment
