29.11.2021

Finnish Listed Companies – General Meeting Arrangements

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In this past general meeting season, we have advised and assisted numerous Finnish companies listed on the official list of the Helsinki Stock Exchange and the First North growth market in arranging their annual general meetings.

Our partners have served as chairpersons of annual general meetings, and the experts of our Corporate Governance service have participated in the preparations for and as secretaries of the general meetings and have also supervised the counting of votes and scrutinised the minutes of general meetings held under the temporary act enacted in response to the pandemic.

Our task has been to ensure that the general meeting runs smoothly and in accordance with applicable regulation. In the spring of 2021, we particularly advised our clients in organising remote meetings.

We also advised unlisted companies.

We have supported our clients in their general meeting arrangements for many years.

Our team

Latest references

Multitude – Relocation from Finland to Switzerland

We act as the lead legal counsel in the groundbreaking case of Multitude SE’s (Multitude) proposed relocation from Finland to Switzerland. The first phase of the relocation, involving the transfer of Multitude’s registered office from Finland to Malta pursuant to SE Regulation, was successfully completed on 30 June 2024. In this connection, Multitude’s shares were removed from the Finnish book-entry system and the issuer central securities depository of the shares changed from Euroclear Finland Oy to the CSD operated by the Malta Stock Exchange. In practice, all of Multitude’s shares are now held through Clearstream. In Malta, the company is anticipated to be converted into a public limited liability company under Maltese law, following which it will seek redomiciliation from Malta to Switzerland. Given that Finnish legislation does not allow for direct relocation to a non-European Economic Area country such as Switzerland while preserving the company’s legal personality, the process necessitated a multi-jurisdictional strategy as outlined above. Our mandate encompasses advising Multitude on all aspects governed by Finnish law concerning the proposed relocation and coordinating the work of local legal counsel and various other advisors involved in the project. The process also involved a written procedure to amend Multitude’s existing subordinated capital notes and senior bonds to facilitate the relocation as well as placement of EUR 80 million senior guaranteed notes by a newly established Multitude Capital Oyj. ”The transfer to Malta marks a significant step in Multitude’s journey. This pioneering and complex process has been successfully implemented with the invaluable support of our own team and advisors. Castrén & Snellman has masterfully orchestrated the entire project, ensuring seamless coordination across multiple jurisdictions. We look forward to achieving our next step with the further relocation to Switzerland”, says Jorma Jokela, Multitude’s CEO. Multitude is a fully regulated growth platform for financial technology, employing over 700 individuals across 25 countries. Its shares are listed on the regulated market (Prime Standard) of the Frankfurt Stock Exchange.

Banyan Software – Acquisition of Carus Ferry

We acted as legal adviser to Banyan Software on its acquisition of Carus Ferry, a Finland-based provider of reservation, check-in and port operations software for ferry and passenger shipping operators. The acquisition further strengthens Banyan Software’s presence in the Nordic region while providing Carus with a long-term partner to support its continued growth and development. Carus was founded in 1998 and is headquartered in Mariehamn on the Åland Islands, Finland. The company develops mission-critical software for ferry, cruise and passenger shipping operators, covering the full passenger journey from booking and ticketing to capacity management, check-in and boarding. Carus also provides port automation, onboard sales systems and business information tools. The company serves approximately 30 operators across four continents and is the largest vendor by customer count in ferry reservation and departure control. Banyan Software is an acquirer and long-term operator of mission-critical software businesses serving specialised industries. Founded in 2016, Banyan follows a buy-and-hold-for-life approach and supports the long-term growth and development of its portfolio companies. Banyan operates more than 130 portfolio companies across North and South America, the United Kingdom, Europe and APAC. Following the acquisition of Carus, Banyan operates three businesses in the Nordic region.

Move Energy – Combination of 3North Partners and Steady Energy and related private placement and IPO

We advised Move Energy as an investor in connection with the combination of 3North Partners Plc and Steady Energy Oy and the related private placement and initial public offering of the combined company on Nasdaq First North Growth Market Finland. In connection with the transaction, 3North Partners received approximately EUR 69.8 million in investor commitments from a group of institutional and other investors, including Move Energy, to fund the combined company. Steady Energy is a Finnish nuclear technology company developing a new generation of small modular reactors (SMRs) particularly suited for district heating. Its LDR-50 reactor is designed to provide cities and utilities with a scalable and low-carbon alternative to combustion-based heat production.

Efima – Sale of AI business

We advised Efima Oyj on the sale of its AI business to Better Care Technologies Oy. The transaction included Efima’s Moiva AI platform developed for the care sector, the related technology and brand, customer contracts, and the experts working in the business. Efima is a Finnish digital company that supports the sustainable growth of large and mid-sized companies by streamlining their business processes and by creating competitive advantage through the innovative use of artificial intelligence and data. The company has nearly 200 experts based in Helsinki and Tampere.

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