Lassila & Tikanoja plc
Stock exchange release
18 December 2025 at 6.15 pm
Lassila & Tikanoja plc has decided to complete the partial demerger of Lassila & Tikanoja; trading in New Lassila & Tikanoja's shares is expected to commence on 2 January 2026
The Board of Directors of Lassila & Tikanoja plc ("Lassila & Tikanoja" or the "Demerging Company") has today decided to notify the Finnish Trade Register of the completion of the partial demerger of Lassila & Tikanoja (the "Demerger") so that the completion of the Demerger would be registered on 31 December 2025. Lassila & Tikanoja announced on 7 August 2025 the approval of the demerger plan concerning the Demerger (the "Demerger Plan"). According to the Demerger Plan, all assets, debts and liabilities of Lassila & Tikanoja relating to the circular economy business area or mainly serving the circular economy business area of Lassila & Tikanoja will be transferred without a liquidation procedure to the new Lassila & Tikanoja Plc (the "New Lassila & Tikanoja" or the "Receiving Company"), and the current Lassila & Tikanoja will be named Luotea Plc ("Luotea"). The Extraordinary General Meeting of Lassila & Tikanoja held on 4 December 2025 resolved on the Demerger in accordance with the Demerger Plan.
In connection with the completion of the Demerger, the shareholders of Lassila & Tikanoja will receive as demerger consideration one (1) new share in the New Lassila & Tikanoja (the "Demerger Consideration Shares") for each share owned in Lassila & Tikanoja. No demerger consideration will be issued to any treasury shares held by Lassila & Tikanoja. The total number of shares in the New Lassila & Tikanoja issued as demerger consideration is expected to be 38,211,724 shares, based on the number of shares issued by Lassila & Tikanoja, excluding treasury shares. The shares in the New Lassila & Tikanoja will be registered in the book-entry accounts of Lassila & Tikanoja's shareholders on or about 2 January 2026.
Provided that the completion of the Demerger is registered with the Finnish Trade Register on 31 December 2025, a trade in Lassila & Tikanoja's share made on the stock exchange on 30 December 2025 at the latest entitles to receive Demerger Consideration Shares. All trades in Lassila & Tikanoja's shares made on 30 December 2025 at the latest, which have not been settled by said date, will be settled in a way that investors who have acquired shares in Lassila & Tikanoja by such trades will receive shares in both Luotea and the New Lassila & Tikanoja at settlement.
As previously announced, Lassila & Tikanoja filed on 9 December 2025 a listing application with Nasdaq Helsinki Ltd ("Nasdaq Helsinki") for the admission to trading of the shares in the New Lassila & Tikanoja on the official list of Nasdaq Helsinki. Trading in the New Lassila & Tikanoja's shares is expected to commence on 2 January 2026 under the share trading code "LASTIK". The ISIN code of the shares in the New Lassila & Tikanoja will be FI4000592472. Upon completion of the Demerger, the new ISIN code of the shares in Luotea Plc will be FI4000592464 and the trading code will be "LUOTEA".
In connection with the completion of the Demerger and in accordance with the Demerger Plan, the share capital of Lassila & Tikanoja will be decreased from EUR 19,399,437.00 to EUR 1,000,000.00.
Lassila & Tikanoja plc
Board of Directors
For more information:
Eero Hautaniemi, Chief Executive Officer, tel. +358 10 636 2810
Joni Sorsanen, Chief Financial Officer, tel. +358 50 443 3045
Disclaimer
This release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The securities referenced in this release have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States. This release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in the United States.
Neither the United States Securities and Exchange Commission nor any other U.S. federal or state securities commission or regulatory authority has approved or disapproved the shares referenced herein, nor have any foregoing authorities passed an opinion upon the fairness or merits of such securities or upon the accuracy or adequacy of the disclosures contained in this release or in the Finnish language demerger and listing prospectus (or in the English language translation thereof) published by Lassila & Tikanoja plc. Any representation to the contrary is a criminal offence in the United States.
Forward-looking Statements
This release includes "forward-looking statements" that are based on present plans, estimates, projections and expectations and are not guarantees of future performance. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future developments or trends, not based on historical facts, constitute forward-looking information. They are based on certain expectations and assumptions, which, even though they seem to be reasonable at present, may turn out to be incorrect. Shareholders should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Demerging Company or the New Lassila & Tikanoja to differ materially from those expressed or implied in the forward-looking statements. Neither the Demerging Company, the New Lassila & Tikanoja, nor any of their affiliates, advisors or representatives or any other person undertakes any obligation to review, confirm or to release publicly any updates or revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this release other than as required by applicable laws and regulations.
