
completion of the merger. The share issue will
be carried out as a directed share issue, i.e. in
deviation from the shareholders’ pre-emptive
subscription right so that shares will be subscri-
bed for by Taaleri Plc, TN Ventures Oy and Evli
Plc in accordance with the undertakings they
have issued.
The directed share issue will be of the amount
of EUR 11,715,469.09 and will be used to
strengthen Fellow Bank’s solvency, i.e. CET1
core Tier 1 capital. Therefore, there is a weighty
nancial reason for deviating from the share-
holders’ pre-emptive subscription right.
The new shares issued in the directed share
issue will be subscribed for and paid immedia-
tely after the completion of the merger. The
issue shares represent approximately 29.9 per-
cent of all shares in Fellow Bank immediately
after the completion of the merger calculated
on the basis of the number of shares in Evli
Bank’s and Fellow Finance issued and outstan-
ding on the date of the notice convening the
General Meeting. After the combination of the
share classes, a total of 20,005,924 new sha-
res will be issued in the directed share issue so
that a total of 4,205,325 shares will be offered
for subscription to Taaleri Plc, 512,296 shares
to TN Ventures Oy and 15,288,303 shares to
Evli Plc. The subscription price of the shares
is EUR 0.5856 per share, and the subscription
price is determined on the basis of the pricing
applied in the Arrangement. The subscription
price of the shares must be paid to the Fellow
Bank on the completion date of the merger,
at the latest.
Changes in the group structure
Evli Bank Plc acquired ve percent and sold 40
percent of its shares in Terra Nova Capital Advi-
sors Ltd to the company’s employees. After the
transactions, Evli Bank’s holding in the com-
pany will be 55 percent.
Alexander Incentives Oy, a fully-owned subsi-
diary of Evli Alexander Incentives Oy, was mer-
ged with Evli Alexander Incentives Oy on 30
April 2021.
Evli Bank Plc sold seven percent of its shares
in Evli Corporate Finance AB to the company’s
employees. After the transactions, Evli’s hol-
ding in the company will be 52 percent.
Evli Bank Plc sold all its shares in Evli Research
Partners Oy, 70 percent of the company’s sha-
res, to its subsidiary Evli Corporate Finance Ab.
Evli Fund Management Company, an Evli
Group company, established Evli Growth Part-
ners II Oy, an alternative investment fund busi-
ness, together with the key persons of the fund.
Evli Fund Management Company owns 70% of
the company.
Evli Private Equity Partners Oy, an Evli Group
company, established Evli Private Equity III GP
Oy, an alternative investment fund business,
together with key members of the fund. Evli
Private Equity Partners Oy owns 92.5% of the
company.
Evli Fund Management Company establis-
hed Evli Residential II GP Oy, an alternative
investment fund business, together with key
members of the fund. Evli Fund Management
Company owns 70% of the company.
Business environment
The year 2022 has started on a challenging
note for markets, with heightened interest rate
and ination fears, increased geopolitical risks
and a drop in the markets.
The excellent performance of traditional invest-
ment products and the growing investment
interest of clients provide good conditions
for growth. Evli already has a strong position
among both institutions and wealthy individu-
als. The prospects for growth in the company’s
domestic market in Finland are good, espe-
cially with the expanded product range.
In line with its strategy, Evli has increasingly
invested in the development of internatio-
nal sales and alternative investment products.
These are seen as signicant sources of growth
for the company and as a way to further diver-
sify the company’s revenue base. Investments
have also been made to achieve greater busi-
ness scalability.
In terms of international growth, the company’s
focus is on the Nordic and European markets.
In addition to product availability, the streamli-
ning and adaptation of administrative proces-
ses and structures to correspond to the stan-
dards that investors are accustomed to in other
markets are critical for the success of interna-
tional growth. Evli is excellently placed where
international sales are concerned, and the
image of a high-quality Nordic fund manage-
ment boutique is of interest to foreign inves-
tors. Thanks to the company’s highly develo-
ped products, the company’s prospects for
growth abroad have further improved.
Evli sees alternative investment products as
another important strategic priority. The com-
pany’s ambition is to be able to offer a comp-
rehensive range of products from typical, very
liquid xed income funds to real and private
equity funds. To achieve this goal, Evli has int-
roduced several new products to the market
over the last few years, and the company’s
product offering currently covers a wide range
of different asset classes. As the investment
period for these products draws to a close,
the company intends to launch new products
in the product categories, such as the Evli Pri-
vate Equity III fund, which was launched in the
fourth quarter. The Finnish market for alterna-
tive investment products is highly competitive.
Despite the challenges posed by the opera-
ting environment, Evli’s aim is to turn alterna-
tive investment products into a major source
of revenue, with the help of a comprehensive
offering and exceptional expertise.
Risk management and business risks
Evli’s most significant near-term risk is the
impact of market performance on the compa-
ny’s business functions. Securities market per-
formance has a direct impact on the wealth
management business. Its revenue is based
on the performance of assets under manage-
ment and is therefore subject to market uctua-
tions. The general performance of the markets
also has an impact on brokerage operations.
In advisory assignments, any changes in the
market condence of investors and corporate
management may result in the lengthening or
termination of projects.
Evli’s most signicant risks associated with its
bank and investment activities are liquidity,
market and interest rate risks. These risks are
57 | 165
Business Overview
Responsibility
Governance
EVLI BANK PLC
ANNUAL REPORT 2021
Financial review
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