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Regulatory press release

The Finnish Financial Supervisory Authority has granted Sentica Buyout V Ky, Sentica Buyout V Co-Investment Ky and persons acting in concert with them a permanent exemption from the obligation to launch a mandatory public takeover bid

Eezy

EEZY PLC -- STOCK EXCHANGE RELEASE -- 9 APRIL 2026 AT 15:30

The Finnish Financial Supervisory Authority has granted Sentica Buyout V Ky, Sentica Buyout V Co-Investment Ky and persons acting in concert with them a permanent exemption from the obligation to launch a mandatory public takeover bid

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR INTO SUCH COUNTRIES, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Eezy Plc (“Eezy” or the “Company”) disclosed on 3 March 2026 that it was planning a share issue based on the pre-emptive right of the shareholders to raise gross proceeds of up to approximately EUR 10 million (the “Offering”). The Annual General Meeting of Eezy held on 25 March 2026 unanimously resolved to authorise the Board of Directors to resolve on the Offering. The Board of Directors of Eezy has, based on the authorisation granted by the Annual General Meeting held on 25 March 2026, resolved on a rights issue of approximately EUR 10 million.

Eezy had previously disclosed on 3 March 2026 that the Company’s largest shareholders, Sentica Buyout V Ky, Sentica Buyout V Co-Investment Ky, Meissa-Capital Oy, SVP-Invest Oy and Paul Savolainen, who together represent a total of 49.03 per cent of the Company’s shares, have subject to certain customary conditions, undertaken to subscribe for new shares offered in the Offering in an amount corresponding to approximately EUR 4.9 million in aggregate and 49.03 per cent of the total Offering (the “Subscription Commitments”). In addition, Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky have provided a full underwriting commitment to the Offering without any underwriting commitment fee (together the “Underwriting Commitments” and each an “Underwriting Commitment”).

The Subscription Commitments and the Underwriting Commitments given by Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky have been conditional upon, among other things, the Finnish Financial Supervisory Authority granting, pursuant to Chapter 11, Section 26 of the Finnish Securities Markets Act (746/2012, as amended), Sentica Buyout V Ky and persons acting in concert with it (together the “Applicants”) a permanent exemption from the obligation to make a mandatory public takeover bid in respect of the remaining shares in the Company and securities issued by the Company entitling to its shares in the event that the proportion of voting rights of Sentica Buyout V Ky and, correspondingly, the Applicants would exceed 30 or 50 per cent of all votes carried by the Company's shares as a result of the Offering, as well as upon the Annual General Meeting of the Company granting the Board of Directors the authorisation to carry out the Offering.

Eezy has today been informed by the Applicants that they have applied for and the Finnish Financial Supervisory Authority has on 9 April 2026 decided to grant the Applicants a permanent exemption from the obligation to launch a mandatory public takeover bid, even if the share of voting rights in the Company of Sentica Buyout V Ky, and correspondingly the Applicants, were to exceed the 30 or the 50 per cent threshold for the obligation to launch a mandatory public takeover bid when the Subscription Commitments and the Underwriting Commitments are exercised. The threshold could be exceeded if Sentica Buyout V Ky and Sentica Buyout V Co-Investment Ky subscribe for the Company’s shares in the Offering pursuant to the Subscription Commitments and the Underwriting Commitments, depending on whether other shareholders or investors subscribe for all the remaining shares offered in the Offering or not.

The exemption is conditional on that the Applicants or persons acting in concert with the Applicants do not acquire or subscribe for additional shares in the Company or otherwise increase their share of voting rights in the Company after the threshold for launching a mandatory public takeover bid has been exceeded.

In addition, the Finnish Financial Supervisory Authority has stated in its decision that, unless the position of minority shareholders has been adequately safeguarded by other means, a precondition for granting an exemption from the obligation to launch a mandatory public takeover bid in such cases is that shareholders independent of the arrangement resolve on the arrangement at the general meeting of the target company. The Finnish Financial Supervisory Authority has concluded in its decision that, based on the unanimous resolution made at the Annual General Meeting of the Company held on 25 March 2026 as described in the Applicants' application, as well as the stock exchange releases published prior to the Annual General Meeting, the conditions for granting the exemption from the obligation to launch a mandatory public takeover bid are fulfilled.

Additional information: 

Johan Westermarck
CEO
johan.westermarck@eezy.fi
Tel. +358 50 339 7972

Distribution:

Nasdaq Helsinki
www.eezy.fi

About Eezy Plc

Eezy helps its clients succeed by quickly providing the best talent for changing situations nationwide. Our staffing, recruitment, light entrepreneurship, and other professional working life services offer the most versatile solutions for matching the work and workforce. In 2025, Eezy group’s revenue was €139 million, and it employed 20,000 people. Eezy’s shares are listed on Nasdaq Helsinki. The sustainability statement in accordance with the CSRD is disclosed as part of the financial statements. For more information see: www.eezy.fi

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada or Japan, or into such countries, or any other jurisdiction in which the distribution or release would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to and is only directed to “qualified investors” in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) or, in the United Kingdom, to persons who are qualified investors within the meaning of the Public Offers and Admissions to Trading Regulations 2024.

This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities. The Company has prepared the Exemption Document in connection with the Offering pursuant to Article 1(4)(db) of the Prospectus Regulation. The Exemption Document has been prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The Exemption Document is not a prospectus as referred to in the Prospectus Regulation, and the Financial Supervisory Authority will not review or approve it.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the pertinence, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

Nordea Bank Abp is acting exclusively for the Company and no one else in connection with the Offering. It will not regard any other person as its respective client in relation to the Offering. Nordea Bank Abp will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to herein.

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