De-mutualisation and merger within the Alandia Insurance Group
With reference to our announcement of 25 February 2014, please be advised that yesterday on 11 June 2014, the first annual general meeting of Redarnas Ömsesidiga Försäkringsbolag (Finnish business identity code 0145065-2), ”RÖF”, − an Åland-based shipowners’ mutual insurance company and parent company of the Alandia Insurance Group − approved the de-mutualisation and merger plan whose purpose is to reorganise RÖF into a limited liability insurance company and to merge RÖF with its wholly owned insurance subsidiary Försäkringsaktiebolaget Alandia (0205048-2), ”Alandia”, with RÖF as the acquiring company and Alandia as the acquired company.
The purpose of the proposed changes includes: Clarifying ownership conditions and assets, simplifying administration as well as strengthening the company and the development potential that the merged, financially very solid company will have.
Implementation of the plan requires additional consent from the Finnish Financial Supervisory Authority in compliance with the Insurance Companies Act, Chapter 19, Section 5 and Chapter 22, Section 4 plus the approval of a second general meeting of the co-owners of RÖF. According to plans, the process will be carried out in such a way that both the change in the legal form of RÖF and the merger are registered on 31 December 2014.
After implementation of the de-mutualisation and merger, the shares in the new limited liability insurance company will be allocated proportionally on the basis of premiums paid during the years 2011 – 2013 by those companies that, on the merger date, have had an uninterrupted co-owner relationship with RÖF that has lasted at least one year.
Rettig Group’s wholly owned subsidiary Bore has had a co-owner relationship with RÖF since 2006. According to preliminary calculations, Bore’s ownership share in the merged company will amount to slightly more than 15 per cent.
Approximate timetable for continued execution of the plan:
14 July 2014: Approval by the second general meeting of RÖF
1 September 2014: Consent from the Financial Supervisory Authority
31 December 2014: Registration in the Trade Register of the change in legal form, new articles of association and merger.
For further information, please contact:
Hans Sohlström, President and CEO, Rettig Group
Tel. +358 9 6188 3220, email: firstname.lastname@example.org or www.rettig.fi
For further information on Alandia Insurance: www.alandia.com
Rettig Group is a Finnish family business that creates value for generations through sustainable and long-term growth. In all our businesses we focus on leading market positions and more customer value with less environmental impact. Rettig Group owns Rettig ICC – Europe’s leading supplier of heat emitters and indoor climate comfort; Nordkalk – northern Europe’s leading supplier of limestone-based products for industry, agriculture and environmental care; and Bore – the industrial shipping service provider. In 2013, Rettig Group’s turnover was EUR 974 million and the group had about 4,300 employees in 25 countries.