Hannu Huotilainen

eQ Fund Management Company Ltd – Structural Arrangement Related to Residential Funds

We acted as legal advisor to eQ Fund Management Company Ltd in a structural arrangement in which Special Investment Fund eQ Residential Fund and Special Investment Fund eQ Residential Fund II transferred their assets to the newly launched Special Investment Fund eQ Residential Fund III. In connection with the arrangement, eQ Residential Fund III raised 37 million euros in new capital, and its fundraising will continue throughout 2025. The portfolio of eQ Residential Fund III consists of 19 residential properties completed between 2021 and 2024, comprising nearly 1,400 apartments located in the Helsinki Metropolitan Area, Turku, and Tampere.

21.5.2025

Savings Banks Group – Sale of Sb Life Insurance

We advised the Savings Banks Group on an arrangement whereby the shares in Sp-Henkivakuutus Oy were sold to Henki-Fennia and at the same time the parties agreed on a long-term distribution cooperation for insurance savings and loan protection products. The closing of the transaction remains subject to regulatory approvals. Sb Life Insurance is a domestic life insurance company, established in 2007, offering insurance savings and risk insurance products to private customers and companies. The Savings Banks and Oma Säästöpankki Oyj act as agents for Sp-Life Insurance. Henki-Fennia is a subsidiary of Keskinäinen Vakuutusyhtiö Fennia, specialising in voluntary life, pension and savings insurance.

11.4.2025

OP Finland Infrastructure – EUR 45 million investment in ESL Shipping

We acted as legal advisor to OP Finland Infrastructure LP in its investment in ESL Shipping Ltd, a Finnish shipping company. Varma Mutual Pension Insurance Company co-invested in the company. The investment was made against new shares in ESL Shipping, and the EUR 45 million co-investment corresponds to a 21.43 % holding in the company. The aim of the investment is to accelerate ESL Shipping’s green transition. ESL Shipping Ltd is a Finnish shipping company. Its main shareholder is Aspo Plc. OP Finland Infrastructure is a fund investing in Finnish infrastructure. The fund is managed by OP Financial Group. Varma Mutual Pension Insurance Company is a Finnish pension insurance company. In September 2023 the value of its investment portfolio amounted to EUR 57.5 billion.

26.4.2024

Evli – Strategic partnership with Bregal Milestone to accelerate growth in Allshares

We advise Evli, a leading Nordic investment and wealth management company, in a strategic partnership with Bregal Milestone. The objective of the strategic partnership is to grow the business of Evli Alexander Incentives Oy. In connection with the strategic partnership and to reflect its new vision and strategy, Evli Alexander Incentives Oy will be rebranded to Allshares Oy. As part of the partnership arrangement Bregal Milestone has agreed to invest over EUR 65 million in Allshares to acquire shares owned by certain minority shareholders and to fund future organic and inorganic growth in the company. Following completion of the arrangement, Bregal Milestone will own 55 percent of the shares and votes in Allshares, Evli Plc will own 42 percent, and Allshares’ management will own the remaining 3 percent. The arrangement will mark a significant strategic and financial partnership for Evli Plc and is expected to increase the value of Evli Plc’s ownership in Allshares over a longer period. ‘We are very excited to partner with Bregal Milestone, who shares our vision of becoming the leading provider of share-based incentive and compensation plan management and design in Europe and beyond. With their support, we will be able to accelerate our growth, invest in our platform, and enter new markets. We believe that this partnership will create significant value for our clients, employees, and shareholders,’ Maunu Lehtimäki, CEO of Evli comments. Bregal Milestone is a leading European growth private equity firm and enjoys a strong track record in scaling Nordic champions across Europe via organic and inorganic growth. Bregal Milestone will bring strategic guidance, operational support, financial resources, and access to its deep network of partners and contacts to accelerate organic and inorganic growth of Allshares.

7.3.2024

Finnfund – A EUR 100 million green bond

We advised Jefferies as the sole arranger and lead manager in a transaction in which Finnfund, a Finnish development financier and impact investor, issued a EUR 100 million green bond. The 10-year bond bears interest at the rate of 3.5% per annum. The bond offering was placed to international investors, including a portion of dedicated green bond investors/portfolios. The bond represents Finnfund’s first ever green transaction and second issuance under its Sustainability Bond Framework established in September 2022. The proceeds from the issue will be used in accordance with the green project categories of Finnfund’s Sustainability Bond Framework to finance and/or refinance eligible green lending, equity investments, and mezzanine financing mainly targeting, for example, the objective of climate change mitigation and adaptation and/or environmentally sustainable management of living natural resources. Net proceeds will be allocated to eligible projects with the objective to mobilise debt capital to support Finnfund’s mission to generate lasting impact by investing in businesses that solve global development challenges. In addition, it contributes to Finnfund’s goal to foster sustainable development by providing investment opportunities for private investors. In its strategy, adopted in January 2022, Finnfund sets one of its targets to fund 50% of its investments with private capital by 2030. Mobilising private capital is key to achieving the UN Sustainable Development Goals (SDGs) in developing countries, given that the UN estimates the financing gap at USD 2.5 trillion per year. Jaakko Kangasniemi, Managing Director, CEO at Finnfund said: “Sustainable, innovative businesses and investors play an integral role in solving both global and local challenges, such as climate change mitigation and adaptation, and biodiversity loss. Capital markets are also vital in the transition away from fossil fuels. We are glad to have such a strong support for our impact investing activity and our mission to foster sustainable development and green transition.” Andrey Medvedev, Senior Vice President at Jefferies said: “We are delighted to have assisted Finnfund issuing its longest private placement to date and showcasing its innovative green projects. This deal demonstrates Finnfund’s appeal to a diversified international investor base and cements its position as a leading development financing agency.”

26.1.2024

C&S Insurance Service – Castrén & Snellman’s full-service offering covers all areas of business law for the insurance sector

Castrén & Snellman is the trusted partner for companies in the insurance sector both in Finland and internationally. We have assisted our clients in matters such as obtaining authorisation for activities transactions, such as insurance portfolio transfers and ownership control processes system acquisitions disputes outsourcing arrangements sales, marketing and insurance distribution matters. We have extensive experience in the insurance sector and decades of collaboration with supervisory authorities. We offer our clients our internationally recognised competence, clear thinking and solution-oriented experts.

5.12.2023

Finnlines – Acquisition of two new Superstar ro-pax vessels

We were the legal adviser in two arrangements for the financing of the acquisition of two new Superstar ro-pax vessels (Finncanopus and Finnsirius) by Finnish shipping company Finnlines Plc. Finncanopus and Finnsirius are a part of Finnlines’ EUR 500 million Green Newbuilding Programme which includes two eco-sustainable ro-pax vessels as well as three hybrid ro-ro vessels. The first hybrid ro-ro vessel, Finneco I, was delivered to Finnlines at the Chinese shipyard China Merchants Jinling Shipyard (Jiangsu) on 28 April 2022, Finneco II on 30 May 2022 and Finneco III on 6 June 2022. The first hybrid Superstar ro-pax vessel, Finnsirius, was delivered to Finnlines at the China Merchants Jinling Shipyard in Weihai, China, on 18 July 2023. The second vessel, Finncanopus, is expected to be delivered by the end of 2023. Finnsirius will enter Finnlines’ Finland–Sweden line and the traffic is scheduled to start in September 2023. Finncanopus will join Finnsirius by the end of 2023. The two ships are the largest ro-pax vessels in the Finnlines fleet. With a length of about 235 metres, their loading capacity will be 5,200 lane metres for rolling freight and 1,100 for passengers. In other words, the vessels have the capacity to carry approximately 200 cars and 290 trailers or 250 trucks per voyage. The vessels are as emission-free as possible and the Superstar vessels will be equipped with innovative technology. The air lubrication system creates air bubbles, which reduce friction and hydrodynamic resistance. The onshore power supply will provide an alternative source of energy, enabling emission-free operations in port. A high-powered battery bank will be charged in port and generate power at sea. Two-speed reduction gears will improve propulsion efficiency and save fuel. Green values have also been prioritised in the onboard design and in technological choices. As an example, lighting and ventilation can be adjusted automatically in the passenger accommodation, which reduces energy consumption. The new vessels will feature high-quality restaurants, a sauna and spa section, business and lounge facilities, extensive shopping areas and a variety of other services. The scenic views of the archipelago have been central in the design of the vessels. “Finnlines’ Green Newbuilding Programme has been a massive investment which will benefit our freight customers and private passengers. These hybrid ro-pax vessels are not only the largest in the company fleet so far, but they transport cargo in a more sustainable manner. For example, the vessels have been equipped with enormous high-powered battery banks and onshore power supply in order to have zero emissions while at port,” says Tom Pippingsköld, President and CEO, Finnlines. “Our investment will strengthen services to our freight customers as well as to our passengers,” Pippingsköld continues.

28.7.2023

Evli – EAB Group Merger into Evli

We advised Evli in a transaction in which EAB is going to merge into Evli through a statutory absorption merger in accordance with the Finnish Companies Act. The combination agreement and the merger plans relating to the transaction were signed and announced on 31 May 2022, and the transaction is expected to be completed during the second half of 2022. For this transaction, we drafted the first exemption document in the history of Finland in accordance with Commission Delegated Regulation (EU) 2021/528 and regulation (EU) 2017/1129 of the European Parliament and of the Council. Both Evli and the EAB Group offer wide ranging investment services as well as asset and fund management including alternative investment funds (AIFs). The combination of Evli and the EAB Group is the next step for Evli in its strategic path to become a leader in Nordic wealth management services. The Combined Company resulting from the merger will have an especially strong position among others in wealth management for institutions and in the design and management of incentive and rewards systems.

7.6.2022

Evli Bank and Evli – Evli Bank’s Demerger Into Evli Plc and, Through Merger With Fellow Finance, Fellow Bank

We advised Evli Bank Plc in a complex arrangement between Evli and Fellow Finance Plc, in which Evli demerged into a new asset management group, Evli Plc, and a company that will carry on Evli’s banking services and into which Fellow Finance merged. The arrangement was carried out through a partial demerger of Evli Bank and an absorption merger in which Fellow Finance merged into the remaining part of Evli Bank immediately after the demerger. The new company created through the merger that will continue the banking services was named Fellow Bank Plc. As part of the arrangement, we advised Evli Bank Plc in particular in the demerger and merger processes as well as with respect to related prospectuses and authorisations, registrations and approvals required for the completion of the arrangement. The completion of the arrangement required, among other things, approvals and registrations from the Finnish Financial Supervisory Authority, the European Central Bank and the Finnish Trade Register. The completion of the arrangement also required that Evli Plc’s class B shares be listed on Nasdaq Helsinki. In connection with Evli Bank’s change to Fellow Bank, Evli Bank’s class A shares and class B shares were converted into one listed share class. In addition, Fellow Bank’s capital position was strengthened with a directed share issue. The arrangement resulted in a new Evli, which will focus on wealth management and advisory services, and Fellow Bank, which is based on a scalable and digital service concept. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses.

4.4.2022

Sambla Group – Acquisition of Rahalaitos

We acted as Finnish counsel to Sambla Group AB in its acquisition of Rahalaitos Oy from Speqta AB (publ). Advokatfirman Cederquist KB (Sweden) acted as lead counsel for Sambla Group AB and its shareholder Nordic Capital. Rahalaitos is a Finnish fintech company that since 2011 has been offering a marketplace that connects consumers with banks, lenders and insurance companies through technology and services. Rahalaitos has been a pioneer in Finland in developing better opportunities for its customers to apply for loans. Sambla Group consists of Sambla and Advisa and is one of the Nordic region’s largest players in comparison sites for personal finance.

1.2.2022

Aktia Bank and Alexander Corporate Finance – Ownership Arrangement

We advised Aktia Bank Plc and Alexander Corporate Finance Oy (ACF) in an arrangement that will result in Aktia owning 20% of ACF’s shares. The share subscription is scheduled to take place in January 2022 and is conditional on the approval of the Financial Supervisory Authority. Following the arrangement, the new name of Alexander Corporate Finance will be Aktia Alexander Corporate Finance Oy. Aktia is a Finnish asset manager, bank and life insurer that has been creating wealth and wellbeing from one generation to the next for 200 years. We serve our customers in digital channels everywhere and face-to-face in our offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Our award-winning asset management business sells investment funds internationally. Aktia employs approximately 900 people around Finland. Aktia’s assets under management (AuM) on 30 June 2021 amounted to EUR 15.6 billion, and the balance sheet total was EUR 11.2 billion. Aktia’s shares are listed on Nasdaq Helsinki Ltd (AKTIA). Alexander Corporate Finance Oy (ACF) is a Finnish investment bank established in 1988. The Alexander Group companies offer consulting services to owners and companies related to valuation, mergers and acquisitions, and capital market transactions.

22.12.2021

RCL Holding – Acquisition of Helsingin Pantti-Osakeyhtiö and Sefina Svensk Pantbelåning Aktiebolag

We acted as Finnish counsel to RCL Holding AB in its acquisition of Helsingin Pantti-Osakeyhtiö and Sefina Svensk Pantbelåning Aktiebolag from Aurajoki Nordic Group Oy. The acquisition was carried out by RCL Holding AB’s fully owned subsidiary. Morris Law (Sweden) acted as lead counsel for RCL Holding AB. Helsingin Pantti was founded in 1882 and is specialised in pawnbroking, auctioning and sale of second-hand jewellery. Helsingin Pantti is the largest pawnshop in Finland, being active in seven cities and having 12 pawn shops around Finland. In 2020, Helsingin Pantti employed 50 employees and had a turnover of 15.7 million euros. Sefina Svensk Pantbelåning Aktiebolag was established around 1884 and is the largest pawnshop in the Nordics, having approximately 95 employees and 20 pawn shops around Sweden.

2.11.2021

Finnfund – Co-investment with University of Helsinki into Microfinancing in Africa and Asia

We advised Finnfund in the co-investment structuring of their debt facility commitment to the Advans Group, a leading international microfinance group serving over one million clients in nine countries: Cambodia, Cameroon, Ghana, Democratic Republic of Congo, Cote d’Ivoire, Pakistan, Nigeria, Tunisia, and Myanmar. The University of Helsinki is participating in this investment with Finnfund. Through this funding, Finnfund and the University of Helsinki aim to generate funding for micro and small businesses and promote responsible business practices and gender equality within microfinancing. Finnfund is a Finnish development financier and professional impact investor. Finnfund builds a sustainable world by investing in responsible and profitable businesses in developing countries. Each year Finnfund invests EUR 200–250 million in 20–30 projects, emphasising renewable energy, sustainable forestry, sustainable agriculture and financial institutions. Today Finnfund’s investments and commitments total about EUR 957 million, half of them in Africa. The company has approximately 90 employees. The University of Helsinki is Finland’s oldest and largest university. It is one of the world’s leading multidisciplinary research universities and is regularly ranked among the top one hundred universities in the world. Its assets amount to more than two billion euros and include more than half a billion euros in financial securities. The University of Helsinki aspires to be among the top ten educational endowment investors globally. The primary goal of its investment activities is to increase its financial stability and independence. Advans’ mission is to provide client-centric financial services to small businesses and under-served populations in a sustainable and responsible manner. The Advans Group currently operates in nine countries in Africa and Asia. As at end December 2020, the group served over one million clients and employed more than 7,500 staff, with a Gross Loan Portfolio of over 1 billion euros and a total of EUR 670 million in savings deposits. Headquartered in Luxembourg with its support services in Paris, the group’s shareholders are EIB, KfW, FMO, CDC Group plc, FISEA (AFD Group), IFC and Advans Invest.

12.10.2021

Evli Bank – Demerger into an Asset Management Group and into a Banking Group into which Fellow Finance Will Merge

We advised Evli Bank Plc in an arrangement between Evli and Fellow Finance Plc in which Evli will demerge into New Evli, an asset management group that will be listed, and into a company that will carry on Evli’s banking services and into which Fellow Finance will merge. The company that will carry on the banking services will be called Fellow Bank. The arrangement will be carried out through a partial demerger of Evli and an absorption merger in which Fellow Finance will merge into Evli immediately after the demerger. The arrangement will create a new company, Fellow Bank, which will be based on a scalable and digital service concept, as well as New Evli, which will be further focused on wealth management and advisory services. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses. The intention is for New Evli to apply for authorisation as investment firm. The arrangement is also conditional on other authority approvals and on approval by the general meetings of both companies. The arrangement is intended to be completed during the first half of 2022.

22.7.2021

Tesseract – Investment Round

We assisted Tesseract Group Oy, the leading institutional digital asset lending company in Europe and emerging markets, in its USD 25 million Series A investment round. The first funding round in Europe focusing on the sector was led by Augmentum Fintech, a London-based FinTech investment company. Other participants in the round included global venture capital firms BlackFin Capital Partners, Concentric, DN Capital, Jabre Capital Partners Family Office, LeadBlock Partners, and Sapphire Ventures. Industry participants Coinbase Ventures, Wintermute, and Woorton also subscribed to the round. Tesseract is a diversified financial services and investment management innovator in digital assets, powered by world-class technology. Founded in 2017, Tesseract is a forerunner in the ever-evolving digital asset sector and has multi-disciplinary expertise in providing industry-leading solutions in investments, portfolio management, capital markets operations, and blockchain technology. A high-growth, cash-flow positive operation, Tesseract manages hundreds of millions in assets for its customers. Augmentum invests in fast growing fintech businesses that are disrupting the financial services sector. Augmentum is the UK’s only publicly listed investment company focusing on the fintech sector in the UK and wider Europe, having launched on the main market of the London Stock Exchange in 2018, giving businesses access to patient capital and support, unrestricted by conventional fund timelines and giving public markets investors access to a largely privately held investment sector during its main period of growth.

24.6.2021

OP and C&S – Investing in a Better World

At OP sustainability is everything. When establishing an entirely new kind of impact fund, the leading financial services group trusted Castrén & Snellman’s expertise. An increasing number of investors want to not just make money, but make a difference. ‘This shift in values is particularly clear in younger investors. Sustainability has changed investment activities a great deal. Investing has become more difficult, but also more interesting’, says Tuomas Virtala , CEO, Asset Management, at OP Corporate Bank. The first wave came in the form of ethical and sustainable investing, which focused on either avoiding investments in unethical industries or encouraging companies to act more sustainably. In recent years, sustainable investing has been joined by impact investing, in which global problems are tackled with private money. ‘Impact investing is not about charity but about making a positive impact as well as a competitive profit. It is the only sustainable way to arrange financing to solve global problems’, Virtala says. Demand for Impact Fund Exceeded Expectations OP, Finland’s leading financial services group is a pioneer of impact investing. Last year, OP collaborated with Finnfund to establish Finland’s first impact fund to invest in emerging markets. Finnfund is a development financier that builds a sustainable world by investing in responsible and profitable businesses in developing countries. Finnfund is owned by the Finnish State, Finnvera and the Confederation of Industries. The new impact fund, OP Finnfund Global Impact Fund I, raised 76 million euros in its first round of funding. After the second round, the fund’s size stands at 135 million euros. ‘The investor interest exceeded our expectations. It is clear that investors are keen to promote sustainable development and are excited by the growth potential of emerging markets, despite the ongoing pandemic’, Tuomas Virtala says. The fund is seeking to achieve measurable positive impacts on climate change, food security, gender equality and the availability of financing. The fund’s main industries are renewable energy, financial institutions and sustainable agriculture. ‘By investing in developing markets, we can achieve major impacts. The investments are aimed at first getting the fundamentals in place in the target markets. For example, replacing generators with more sustainable means of producing energy. Once the foundations are in place, we can move on to more demanding projects, such as constructing mobile phone networks.’ Sustainability Part of Every Employee’s Day Establishing a new impact fund is just one example of OP’s sustainability work. ‘Sustainability is an integral part of OP’s strategy and is reflected in the daily work, decisions and activities of everyone at the company’, Tuomas Virtala says. OP’s corporate responsibility programme is framed around four themes: OP aims to foster a sustainable economy, support local vitality and community spirit, improve financial literacy in Finland, and use their intellectual and information capital in a responsible way. According to Virtala, sustainability expertise was previously centralised in a separate asset management unit, but now these experts have been placed in every unit. ‘One unit is no longer enough. Sustainability work and expertise needs to be integrated into every function and throughout the entire value chain.’ In addition to their corporate responsibility programme, each unit in OP has its own responsibility principles. ‘Asset management is a pioneer in promoting sustainability within OP. We provide the company sustainability expertise relating to wealth management and foster this expertise by training our employees and sharing knowledge.’ A Good Partner Knows the Best Practices Castrén & Snellman and OP have a long history of working together. Among other projects, Castrén & Snellman assisted OP in the establishment of Finland’s first impact fund to invest in emerging markets last year. According to Tuomas Virtala, Castrén & Snellman has been a good partner in sustainability work. ‘It is vital that our partners understand the best sustainability practices. A law firm that has a clear vision of the smartest way to do something can help us learn and develop’, Virtala says. It is also important for law firms to anticipate future regulation. ‘The regulation of sustainability matters is constantly developing, and we want to be able to anticipate it as best we can so that we can make sure we are keeping up.’ Some Success Stories from OP’s and C&S’s Shared Journey 2021 OP Financial Group – Sale of Checkout Finland to Paytrail OP Corporate Bank – Financing Arrangement for OP Vuokrakoti OP Corporate Bank – Finance of Acquisition of Profit Software 2020 OP-Public Services Real Estate Fund – Acquisition of Aalloppi Healthcare Property from eQ Finnish Real Estate Caverion Corporation and Manager Banks – Issue of EUR 35 Million Hybrid Bond OP and Finnfund – Establishment of a New Global Impact Fund Danske Bank, Nordea and OP Financial Group – Sale of Automatia Pankkiautomaatit to Loomis Ilmarinen, OP and LocalTapiola – Acquisition of Stakes in REDI and Tampere Central Deck and Arena Project OP Cooperative – Sale and Leaseback of OP Headquarter Campus in Helsinki 2019 OP Corporate Bank – Financing Arrangement for Veho Lenders – Metsä Board’s Bank Financing Facility with Sustainability Targets OP Group – Successful Defence of OP Group in Major FCCA Dominance Investigation OP Corporate Bank – SRV Group’s Issue of EUR 58.4 Million Capital Notes OP Financial Group – Reorganisation of Shareholding in Access Capital Partners Pohjola Health – Sale of Occupational Health Services Business OP Life Assurance Company – Disposal of a Helsinki CBD Property Fund Managed by OP Real Estate Asset Management – Konepaja Hotel Development Project 2018 OP Corporate Bank – EUR 43 Million Financing Arrangement for Kreate OP Corporate Bank and Nordea Bank – Revolving Credit Facility Agreement for Lehto OP Corporate Bank – Financing of the Acquisition of Roima Intelligence OP Financial Group – Sale of Residential Portfolio to Kojamo Group Central Deck and Arena – Pioneering Real Estate Development Project Featuring Finland’s Largest Multi-purpose Arena in Tampere City Centre 2017 OP Toimitilakiinteistö – Acquisition of Modern Logistics Warehouse OP Rental Yield – Acquisition of BREEAM Certified Office Properties 2016 OP Corporate Bank – Financing of Intera Partners’ Acquisition of Sikke Security Oy (formerly ISS Security Oy) OP Property Management – Sale of a Large Real Estate Portfolio to M7 Real Estate Helsinki Area Cooperative Bank – Court Case Concerning Electronic Identification Services Act 2015 OP-Rental Yield – One of Finland’s Largest Real Estate Portfolio Transactions in the 21st Century OP-Pohjola & LähiTapiola – Construction and Development of REDI Shopping Centre and Parking Facilities 2014 OP-Pohjola – Tender Offer for All Shares in Pohjola Bank OP-Rental Yield – Acquisition of a Property Portfolio Comprising Over 20 Residential Properties and Over 800 Housing Units

25.3.2021

Aktia Bank – Acquisition of Wealth Management Operations of Taaleri

We assisted Aktia Bank Plc in its acquisition of the wealth management operations of Taaleri Plc. The deal includes Taaleri Wealth Management Ltd, Taaleri Fund Management Ltd, Taaleri Tax Services Ltd and Evervest Ltd. The purchase price is EUR 120 million (on a cash and debt free basis). In the transaction, assets under management (AuM) amounting to EUR 4.4 billion will be transferred to Aktia according to Aktia’s reporting practice. Aktia’s assets under management will, thus, increase from EUR 10.4 billion to EUR 14.8 billion. As part of the transaction, the parties have agreed on initiating co-operation that supports the strategy of both parties, through which Aktia will be the distributor of Taaleri’s alternative investment products in Finland. The deal supports Aktia’s objective to be the best asset manager in Finland. Together, Aktia and the operations that are being transferred from Taaleri will form one of the leading asset management organisations in Finland. The completion of the transaction is subject to approvals by the Finnish Competition and Consumer Authority and the Financial Supervisory Authority. It is estimated that the transaction will be completed in May 2021. Aktia is a Finnish asset manager, bank and life insurer that has been creating wealth and wellbeing from one generation to the next for 200 years. Aktia serves their customers in digital channels everywhere and face-to-face in their offices in the Helsinki, Turku, Tampere, Vaasa and Oulu regions. Their award-winning asset management business sells investment funds internationally. Aktia employs approximately 750 people around Finland. Aktia’s shares are listed on Nasdaq Helsinki Ltd (AKTIA). Taaleri is a Finnish financial services company, whose parent company, Taaleri Plc, is listed on Nasdaq Helsinki main market. The Taaleri Group comprises three business areas: Wealth Management, Insurance, and Energy. In addition, the Group makes investments from its own balance sheet. At the end of 2020, Taaleri had assets under management totalling EUR 7.6 billion and over 6,000 wealth management customers. Taaleri Plc has some 6,000 shareholders. Taaleri’s operations are supervised by the Finnish Financial Supervisory Authority.

10.3.2021

Fennia – Sale of Fennia Asset Management and Fennia Properties to S-Pankki

We advised Fennia Mutual Insurance Company in the sale of Fennia Asset Management Ltd and Fennia Properties Ltd, comprising the asset management and real estate investment management services, to S-Pankki. With the acquisition, S-Pankki will after the closing gain €2.1 billion of new client assets under management. Fennia Group consists of Fennia, specialising in non-life insurance; Fennia Life, offering voluntary life, pension and deposit insurance products; Fennia Asset Management Ltd, offering asset management services and management services regarding alternative investment funds; Fennia Asset Management Ltd’s subsidiary Fennia Property Development Ltd; and Fennia-service Ltd. The Fennia Group’s parent company, Fennia Mutual Insurance Company, is a Finnish non-life insurance company owned by its customers. Its line of business includes statutory and voluntary non-life insurances, which Fennia offers to companies, entrepreneurs and households. In 2019, the Group’s turnover amounted to €996.5 million. S-Bank Ltd is the bank of the S-Group, a Finnish retailing cooperative organisation. At the end of 2019, S-Bank Wealth Management had €9.1 billion under management. As part of S-Group, S-Bank has three million customers. S-Bank offers convenience and benefits by combining bank and retail services. S-Bank is the first so-called supermarket bank in Finland. S-Bank is owned by SOK (37.5%), local cooperative shops under S-Group (37.5%), LähiTapiola Vahinkovakuutus (10%), LähiTapiola Henkiyhtiö (3.5%), LähiTapiolan alueyhtiöt (10%) and Elo (1.5%).

28.5.2020

OP and Finnfund – Establishment of a New Global Impact Fund

We represented OP and Finnfund in the establishment of Finland’s first impact fund that will invest into emerging markets. The OP Finnfund Global Impact Fund I will promote the achievement of the UN Sustainable Development Goals in a measurable way while providing an attractive return for investors. As a new type of fund in the Finnish market, the fund will seek systematic and measurable impact, primarily by investing into projects in the fields of sustainable agriculture and forestry, renewable energy and financial institutions. The investments will support mitigating and adapting to climate change, creating sustainable employment, as well as safeguarding affordable and clean energy. The fund will invest in developing countries defined by the OECD. OP Fund Management Company Ltd will act as the Alternative Investment Fund Manager (AIFM) of the fund. OP Financial Group is Finland’s largest financial services group whose mission is to create sustainable prosperity, security and wellbeing for its owner-customers and in its operating region by means of its strong capital base and efficiency. OP Financial Group consists of 143 OP cooperative banks, its central cooperative OP Cooperative, and the latter’s subsidiaries and affiliates. The Group has a staff of 12,000 and 2 million owner-customers. Finnfund is a Finnish development financier and professional impact investor. Finnfund builds a sustainable world by investing in responsible and profitable businesses in developing countries. Each year Finnfund invests 200–250 million euros in 20–30 projects, emphasising renewable energy, sustainable forestry, sustainable agriculture and financial institutions. Today Finnfund’s investments and commitments total about 800 million euros, half of them in Africa. The company has approximately 80 employees.

5.5.2020

Danske Bank, Nordea and OP Financial Group – Sale of Automatia Pankkiautomaatit Oy

We are advising the banks in the sale of the shares of Automatia Pankkiautomaatit Oy to cash handling company Loomis AB. The banks have committed to new long-term service agreements and will continue to be significant customers of Automatia. As part of the transaction, it has been agreed that Nordea and OP will acquire the Siirto brand, which is currently owned by Automatia. Automatia operates and develops the Otto ATM network in Finland and offers nationwide cash supply services to banks. Loomis AB is a listed company specialising in cash handling, with operations in more than 20 different countries. In Finland, the company has ten offices and approximately 500 employees. The completion of the acquisition is subject to approvals by the relevant authorities, including the Finnish Competition and Consumer Authority.

2.3.2020

VTT – Fund Formation of Voima Ventures Fund II for anchor LP

Castrén & Snellman represented VTT Technical Research Centre as a cornerstone investor in the establishment and fund formation of new €50 million fund focusing on deep technology. Voima Ventures is a truly deep tech fund launched in the spring 2019 and investing across all stages, starting from a spin-off and seed, up to series A and growth. Voima Ventures primarily invests in Finland, the Nordics and the Baltics and combines science-driven innovation together with the Nordic serial entrepreneurial experience and a global mindset. VTT Technical Research Centre of Finland Ltd is a state-owned provider of research and innovation services and information for domestic and international customers and partners, both in the private and public sectors. VTT is part of Finland’s innovation system and operates under the mandate of the Ministry of Economic Affairs and Employment. VTT Group has three subsidiary companies.

30.5.2019

Danske Bank and Carnegie Investment Bank – Oma Savings Bank’s IPO

We assisted the Global Coordinator and Bookrunner Danske Bank A/S, Finland Branch, and the Bookrunner Carnegie Investment Bank AB, Finland Branch, in Oma Savings Bank Plc’s IPO on the official list of Nasdaq Helsinki. Oma Savigs Bank is the largest Finnish savings bank, which focuses primarily on retail banking and mortgage bank operations.

16.1.2019

Nordea – Re-domiciliation of Nordea

Castrén & Snellman advised Nordea Bank Abp with respect to Finnish law when the parent company’s registered office was transferred to Finland on 1 October 2018. The re-domiciliation from Sweden to Finland was carried out by way of a reversed cross-border merger, where the former parent company Nordea Bank AB (publ) merged with its Finnish subsidiary Nordea Bank Abp. Nordea Bank AB (publ) has been dissolved and all its assets and liabilities have been transferred to Nordea Bank Abp, which now is the parent company of Nordea Group. Nordea Bank Abp received the necessary licence from the European Central Bank in June 2018.

5.11.2018

Gasum – Acquisition of Enegia’s Energy Market Services

We assisted Gasum Oy in its acquisition of Enegia Group Oy’s energy market services business. The deal includes the entire share capital of Enegia Consulting Oy, Enegia Portfolio Services Oy and intStream Oy. The deal is pending on authority approvals and is expected to be completed in the early autumn of 2018. Enegia is one of the leading Nordic independent energy expert organisations for the energy industry. Over half of the 100 largest Finnish companies use Enegia’s services, and Enegia Group’s net sales in 2017 were €119.7 million. Enegia’s electricity trade volume is 15 TWh, corresponding to approximately one fifth of Finland’s electricity use. The energy market services business employs approximately 35 professionals. Gasum is an energy company and Nordic gas sector expert. Together with its partners, Gasum is building a bridge towards a carbon-neutral society on land and at sea. Gasum imports natural gas to Finland and promotes the circular economy by processing waste and producing biogas and recycled nutrients in Finland and Sweden. The company offers energy for heat and power production, industry as well as road and maritime transport. Gasum is the leading supplier of biogas in the Nordic countries. The Gasum Group employed 409 people in Finland, Norway and Sweden at the end of 2017. The company’s net sales was €925 million in 2017.

21.6.2018

Ålandsbanken – Issue of SEK 200,000,000 subordinated tier 2 notes

We advised the listed Finnish bank Ålandsbanken Abp in the issue of floating rate subordinated notes in the aggregate nominal amount of SEK 200,000,000. The subordinated notes were issued on 15 May 2018 and listed on the Helsinki Stock Exchange on 18 May 2018. The subordinated notes constitute debenture loans and qualify as tier 2 instruments (T2) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met.

22.5.2018

CapMan – CapMan Growth Equity Fund Formation

Castrén & Snellman represented CapMan in the establishment and fund formation of new MEUR 86 fund focusing on growth investments. The growth investment fund that focuses on minority investments in unlisted companies with strong growth potential. The fund was clearly oversubscribed. The successful fund raising demonstrates the investor appetite for active minority investments. In conjunction with the establishment of the fund CapMan sells its shares in six growth companies to the fund for MEUR 26.6.

13.12.2017

Ilmarinen – Etera’s Merger into Ilmarinen

We were the legal advisor to Ilmarinen Mutual Pension Insurance Company in its planned merger with Etera Mutual Pension Insurance Company. Ilmarinen and Etera signed a merger agreement on 29 June 2017 under which Etera will merge into Ilmarinen. The merger will be completed when the general meetings of Ilmarinen and Etera as well as the authorities have approved it. The Finnish Competition and Consumer Authority has already deemed that there is no competition law obstacle to approving the transaction. The plan is to complete the merger on 1 January 2018. The merger will create a solvent and cost-effective earnings-related pension company with the most competitive client benefits in the sector. By combining the strengths of each company, the goal is to build an innovative and agile service company that offers even more diverse and higher-quality services than before. The pension assets of the new company would be more than EUR 44 billion. It would manage the pension cover of more than 1.1 million Finns – the total number of insured coming to over 675,000 and pensioners numbering 460,000.

12.9.2017

Automatia – Real-Time Mobile Payment

We advised Automatia Pankkiautomaatit Oy in its real-time mobile payment project and assisted Automatia in an investigation by the Finnish Competition and Consumer Authority (FCCA). Automatia is a company owned in equal shares by Danske Bank, Nordea Bank and the OP Group. Automatia maintains and develops the network of Otto., OttoPlus. and TalletusOtto. automatic telling machines. Every full-service bank operating in Finland is a customer of Automatia.

19.6.2017

DNA – We advised DNA Oyj in the Largest Finnish IPO of the Decade

We advised the Finnish teleoperator DNA Oyj in its listing on the official list of Nasdaq Helsinki. This was the largest IPO in Finland in a decade. The Company’s current market value is over EUR 1.3 billion. The initial public offering, which consisted of public, institutional and personnel offering, was oversubscribed, and after the offering the Company has over 10,000 shareholders. Trading with the Company’s shares on the official list of Nasdaq Helsinki began on 2 December 2016.

8.12.2016

Sp Mortgage Bank – Establishment of Cover Bond Programme and Issue of EUR 500 Million Covered Bond

We advised Sp Mortgage Bank Plc in the establishment of a EUR 3,000,000,000 mortgage covered bond programme. Under the programme, Sp Mortgage Bank Plc may issue covered bonds that may be listed on the regulated market. Sp Mortgage Bank Plc issued on 29 November 2016 an inaugural 5-year EUR 500 million covered bonds due 2021. The issuance was documented under the newly established programme and listed on the Irish Stock Exchange. Credit rating agency S&P assigned ‘AAA’ ratings to Sp Mortgage Bank Plc’s mortgage covered bond programme and inaugural issuance. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank Plc is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank Plc is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

1.12.2016

Evervest – Authorisation as Investment Firm

We assisted automated portfolio management services company Evervest Oy in acquiring authorisation from the Finnish Financial Supervisory Authority to act as an investment firm. The license granted to Evervest Oy is proof that fintech companies can act even in the extensively regulated Finnish financial markets.

29.11.2016

Bank Norwegian – Advice on Providing Cross-Border Services

We advised Bank Norwegian AS, an internet bank offering consumer banking services across the Nordic countries, in establishing its cross-border service offering in Finland. Our expertise on local regulatory aspects was required in relation to offering savings accounts, loans and credit cards as well as with respect to various consumer protection and other regulatory matters. Bank Norwegian is 20% owned by Norwegian Air Shuttle ASA, which operates one of the largest low-cost airline carriers in Europe.

30.9.2016

EU-based Industrial Company – Challenges related to the EU sanctions

We assisted an EU-based industrial company on the applicability of the EU sanctions upon their product and service supply to Russia. We drafted a legal opinion on the matter to support the business decision of the company’s future operations in Russia. As in other sanctions cases, the challenge was the absence of detailed reference material and published case law. Another challenge identified was the different approaches of the various Member States’ national authorities to the sanctions, for although EU sanctions regulations and decisions are universally applicable, there is not always consensus among Member States upon how to interpret those regulations and decisions. This lack of consensus decreases the legal certainty related to cross-border business activities.

10.8.2016

Municipality Finance – Issuing of MEUR 350 AT1 instrument

We advised Municipality Finance in the issue and listing of a EUR 350 million Additional Tier 1 (AT1) instrument as to Finnish law. Municipality Finance is globally the first SSA issuer of a publicly listed AT1 instrument. In Finland the AT1 transaction itself is first of its kind. The AT1 instrument was listed on the Irish Stock Exchange in Dublin. The instrument is perpetual, and Municipality Finance has the first option to call the securities in 6.5 years after the issue date, in 2022. The coupon rate is 4.5 per cent.

2.10.2015

Central Bank of Savings Banks – EMTN Programme and Issue of EUR 500 Million Bond

We advised Central Bank of Savings Banks Finland Plc in the establishment of a EUR 2,000,000,000 Euro Medium Term Note Programme (EMTN). Under the EMTN programme Central Bank of Savings Banks Finland Plc may issue medium term notes to be listed on the Irish Stock Exchange. Central Bank of Savings Banks Finland Plc issued an inaugural 5-year senior unsecured EUR 500 million benchmark bond on 28 April 2015. The issuance was documented under the newly established EMTN programme and listed on the Irish Stock Exchange.

30.4.2015

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