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Press release

Bulletin to the shareholders of Enfo Oy

Service by Tietokeskus Finland Oy to the minority shareholders of Enfo Oy pursuant to Chapter 18, Section 5, Sub-section 2 of the Finnish Companies Act regarding the main contents of the redemption application with regards to the minority shares in Enfo Oy and the contact details of the special representative.

  1. Background of the Matter

On 29 October 2024, Osuuskunta KPY ("KPY") and Tietokeskus Finland Oy ("Tietokeskus") signed a share purchase agreement, according to which Tietokeskus acquired the shares owned by KPY in Enfo Oy ("Enfo" or the "Company") consisting of approximately 85.54 percent of Enfo's shares. In addition to the aforementioned transaction, Tietokeskus has also acquired shares from 41 of Enfo’s minority shareholders. As a result of these share purchases, Tietokeskus' ownership of all shares and votes in Enfo is approximately 94.53 percent as at 10 December 2024.

According to Chapter 18, Section 1 of the Finnish Companies Act (624/2006), a shareholder with more than nine-tenths of all shares and votes in a company has the right to redeem the shares of the other shareholders at a fair price.

  1. Application

On 11 December 2024, Tietokeskus submitted an application to the Redemption Committee of the Finland Chamber of Commerce (the "Redemption Committee") pursuant to Chapter 18, Section 4 of the Finnish Companies Act to initiate the arbitration and to appoint an arbitral tribunal for the redemption of the minority shares, as well as a request for the appointment of a special representative pursuant to Chapter 18, Section 5 of the Finnish Companies Act. In its application, Tietokeskus has requested that the Redemption Committee:

  1. Initiates arbitration proceedings pursuant to Chapter 18, Section 3 of the Finnish Companies Act for the redemption of the minority shares in Enfo Oy by appointing an arbitral tribunal consisting of one arbitrator; and
  2. Petitions the District Court of North Savo to appoint a special representative pursuant to Chapter 18, Section 5 of the Finnish Companies Act to look after the interests of the minority shareholders in the arbitral proceedings.

Tietokeskus will request the appointed arbitral tribunal to confirm that Tietokeskus has the right to redeem all shares in Enfo from the Company's minority shareholders pursuant to Chapter 18, Section 1 of the Finnish Companies Act.

  1. Grounds

Tietokeskus' Right of Redemption and the Shares Subject to Redemption

According to the Company's shareholder register as at 10 December 2024, Tietokeskus owns a total of 709,303 Enfo shares. The shares are registered in Tietokeskus' name in the book-entry system maintained by Euroclear Finland Oy. Tietokeskus' shareholding is reflected in the Company's shareholder register dated 10 December 2024.

Enfo has issued a total of 750,346 shares. Tietokeskus' shareholding as at 10 December 2024 represents approximately 94.53 percent of the Company's shares and votes. Since Tietokeskus owns more than nine-tenths of all shares and votes in the Company, Tietokeskus has the right to redeem all shares held by other shareholders at a fair price pursuant to Chapter 18, Section 1 of the Finnish Companies Act.

Additionally, Tietokeskus' ownership of Enfo shares will increase to approximately 96.53 percent after the date of the redemption application, as Tietokeskus has agreed separately with certain minority shareholders of the Company on voluntary share purchases based on separate share purchase agreements. On 4 December 2024, Tietokeskus notified the Company of the commencement of the redemption right and obligation of redemption and its intention to exercise its right of redemption. The commencement of Tietokeskus' right of redemption was registered in the Company's trade register information on 4 December 2024.

Appointment of the Arbitral Tribunal

Tietokeskus considers it sufficient for the arbitral tribunal to consist of one arbitrator. In Tietokeskus' opinion, the matter is not particularly extensive or complex in such a way that it would require the appointing of multiple arbitrators.

Determination of the Redemption Price

Tietokeskus will send more detailed information regarding the contents of its redemption application, including detailed information on the redemption price, in writing to the minority shareholders whose names and addresses are known to Enfo. For any additional questions, shareholders are primarily requested to contact the appointed special representative or Tietokeskus' representatives, whose contact details are provided below.

  1. Appointment and Contact Details of the Special Representative

On 15 January 2025, the District Court of North Savo, upon the application of the Redemption Committee, appointed Kirsi-Marja Salokangas as the special representative in the matter by decision No. 25/63. The special representative's task is to look after the interests of the minority shareholders in the arbitral proceedings. According to the Finnish Companies Act, the special representative has the right and the obligation to make a case on behalf of the minority shareholders and to present evidence in support thereof in the arbitration proceedings. For further questions, shareholders are primarily requested to contact the appointed special representative or Tietokeskus' representatives.

Special representative: Attorney-at-law, Kirsi-Marja Salokangas, Asianajotoimisto Merkurius Oy, Keskustori 5, 33100 Tampere, Finland, +358443681818, kirsi-marja.salokangas@merkuriuslaw.fi

Tietokeskus’ representatives: Master of Laws trained at the Bench, Doctor of Laws, Sakari Helminen, EY Advisory Oy, Korkeavuorenkatu 32-34, 00130, Helsinki, Finland, +358405454683, sakari.helminen@fi.ey.com or Licensed Legal Counsel, Senior Legal Counsel, Sarah Skinner-Tuuf, +358408385774, sarah.skinner-tuuf@fi.ey.com.

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