FI
SV
ENDemerger 2016
The implementation of the partial demerger decided by Digia Plc’s Annual General Meeting on 16 March 2016 was registered in the Trade Register on 1 May 2016.
On 16 March 2016, Digia’s Annual General Meeting approved Digia’s demerger plan and decided on the partial demerger of Digia Plc as set out in the demerger plan. Digia Plc is being demerged such that all assets, liabilities and responsibilities related to Digia’s Qt business are transferred to a new company called Qt Group Plc. Digia’s domestic business remains with Digia Plc.
Following the implementation of the demerger, Qt Group Plc is an independent public listed company. Its shares are available for public trading on NASDAQ Helsinki Ltd as from 2 May 2016. The trading code of Qt Group shares is QTCOM.
Digia’s shareholders have received one (1) Qt share for each Digia share they own as demerger compensation. No demerger compensation has been granted for treasury shares held by Digia. When trading begins, the number of Qt Group shares available for trading is 20,818,273.
In connection with the implementation of the demerger, Juha Varelius, MBA, who served as the President and CEO of Digia, is assuming the position of President and CEO of Qt Group Plc. The new CEO of Digia Plc is Timo Levoranta, M.Sc. (Tech.), B.Sc. (Econ. & Bus.Adm.).
Acquisition cost of shares in Digia and Qt
The Finnish tax authorities have decided upon the determination for taxation purposes of the acquisition cost of shares of Digia Plc and Qt Group Plc, established through partial demerger from Digia Plc.
According to the tax authorities' decision, Digia Plc and Qt Group Plc ratio of the fair value of the shares deviates by more than 30 percentage points in the ratio of net assets transferred to companies. Tax Administration considers such deviation significant. must be maintained. Therefore, fair values of the shares pursuant to 52 c § 5 of the Act on Taxation of Business Income shall be used as a division ratio in calculation of the acquisition cost of the shares.
- based on the above, acquisition cost of Digia Plc's share shall be 48.14 per cent of Digia Plc's original acquisition cost before the partial demerger.
- based on the above, acquisition cost of Qt Group Plc's share shall be 51.86 per cent of Digia Plc's original acquisition cost before the partial demerger.
Further information (in Finnish) about the decision can be found at: http://www.vero.fi/fi-FI/Syventavat_veroohjeet/Verohallinnon_ohjeet/Digia_Oyjn_osittaisjakautumisessa_syntyn(41081)
Key Dates
Aug 28, 2015
Digia's Board of Directors decided to start preparations for partial demerger
Dec 16, 2015
Digia's Board of Directors approved a demerger plan. Publication of demerger plan.
Mar 4, 2016
Publication of demerger prospectus
Mar 16, 2016
AGM. Approval of demerger and demerger plan
May 1, 2016
Registration of partial demerger implementation
Documents
- Demerger prospectus (in Finnish only)
- Digia Plc - Demerger Plan
- Appendix 1 ARTICLES OF ASSOCIATION
- Appendix 2 BALANCE SHEET 30 SEP 2015
- Appendix 3 ENTERPRISE MORTGAGES
- Demerger Q&A
- Statement under the Limited Liability Companies Act, chapter 17, section 11, of significant events after the financial statement
Stock Exchange Releases
2.5.2016
Digia Plc's demerger registered in the Trade Register
29.4.2016
Qt business, first quarter 2016
14.4.2016
Qt Group Plc’s listing application submitted to NASDAQ OMX Helsinki Oy
16.3.2016
Digia's Demerger Approved by the Annual General Meeting
4.3.2016
Effects of the demerger on Digia's continuing operations
16.12.2015
Digia's Board of Directors has approved a partial demerger plan
28.8.2015
Digia investigates possibilities to split into two, separate listed companies