Multitude SE: Transfer of Registered Office to Malta Due to be Completed on 30 June 2024
Multitude SE: Transfer of Registered Office to Malta Due to be Completed on 30 June 2024
Helsinki, 17 June 2024 – Multitude SE, a listed European FinTech company, offering digital lending and online banking services to consumers, small and medium-sized businesses, and other FinTechs (ISIN: FI4000106299, WKN: A1W9NS) (“Multitude”, “Company” or “Group”) announces, that the transfer of the Company’s registered office from Finland to Malta in accordance with Article 8 of the Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) (“SE Regulation”) (“Transfer”) is due to take place on 30 June 2024 (“Transfer Date”).
As communicated on 21 March 2024, the Transfer has been approved by the Company’s Extraordinary Shareholders’ General Meeting. The Finnish Trade Register has issued its permit for the Transfer on 20 May 2024. The Company expects that all other necessary consents and approvals for the Transfer will have been received and all conditions for the Transfer will have been fulfilled or, where relevant, waived, by the Transfer Date.
The Transfer will not affect the listing of the Company on the regulated market (Prime Standard) of the Frankfurt Stock Exchange. The Company shares will continue to be listed on the Frankfurt Stock Exchange, and trading is expected to continue without any interruptions. The ISIN of the shares will change from the current Finnish ISIN to a new Maltese ISIN (MT0002810100). The new Maltese ISIN will be applied as of 1 July 2024.
In connection with the Transfer, the Company’s issuer central securities depository (“Issuer CSD”) will change from Euroclear Finland Oy (“EFi”) to the CSD operated by the Malta Stock Exchange (“MSE CSD”) and, consequently, the Company’s shares will be removed from the Finnish book-entry securities depository maintained by EFi. As a result of this change, the MSE CSD will hold the Company’s share register. No individual shareholders will be registered with the MSE CSD, however. Instead, all the Company’s shares will be held through the international central securities depository Clearstream Banking S.A., Luxembourg (“CBL”) acting as a nominee.
To facilitate the Transfer and the change of the Issuer CSD and to avoid even any temporary disruption in trading in the Company shares, the shares that are not yet held through CBL, acting, among others, for its sister company the German central securities depository Clearstream Banking AG, Frankfurt (“CBF”, together with CBL, “Clearstream”) will be transferred to CBL’s account in EFi already prior to the Transfer Date. The transfers to Clearstream are expected to take place at the latest before or during the last week of June so that all shares will be held through CBL prior to the Transfer Date.
The transfers to CBL’s account in EFi will, in most cases, take place without any action required from the shareholders. However, in some cases shareholders may be contacted by their account operator or other custodian with a request for action, in which case the Company asks its shareholders to cooperate with the account operator or other custodian to ensure that the account operator or other custodian will be able to transfer the shares as described above. Failure to transfer the shares to Clearstream prior to the Transfer Date may result in the shareholder not being able to exercise their shareholder rights in the Company after the Transfer Date until they have arranged the custody of their shares with a custodian bank affiliated with CBF or CBL.
Finnish book-entry accounts maintained in EFi’s book-entry system are not capable of being used for holding the Company shares after the Transfer and the change in the Issuer CSD. For shareholders currently holding their shares on Finnish book-entry accounts this means that the shares will cease to be registered on the shareholder’s book-entry account and, instead of a book-entry account, must be held in custody through Clearstream. As provided in the Board of Director’s Report dated 17 January 2024, the Transfer may have implications for the shareholders e.g. in the form of additional costs incurred as a result of the transfer of the shares and the shares being held through Clearstream.
As communicated by the Company on 5 January 2024, the Transfer is the first phase in the Company’s contemplated relocation to Switzerland. After the Transfer, the Company is planning a conversion into a public limited liability company governed by the laws of Malta pursuant to Article 66 of the SE Regulation followed by a redomiciliation to Switzerland pursuant to applicable Maltese and Swiss laws.
Contact:
Lasse Mäkelä
Chief Strategy and IR Officer
Phone: +41 79 371 34 17
E-Mail: [email protected]
About Multitude SE:
Multitude is a listed European FinTech company, offering digital lending and online banking services to consumers, small and medium-sized businesses, and other FinTechs overlooked by traditional banks. The services are provided through three independent business units, which are served by our internal Banking-as-a-Service Growth Platform. Multitude’s business units are consumer banking (Ferratum), SME banking (CapitalBox) and wholesale banking (Multitude Bank). Multitude Group employs over 700 people in 25 countries and offers services in 16 countries, achieving a combined turnover of 230 million euros in 2023. Multitude was founded in Finland in 2005 and is listed on the Prime Standard segment of the Frankfurt Stock Exchange under the symbol ‘FRU’.
