SAF-HOLLAND SE: Conversion into a European Company (SE) completed
SAF-HOLLAND SE: Conversion into a European Company (SE) completed
Luxembourg, February 24, 2020. SAF-HOLLAND S.A. today completed its conversion into a European Company (Societas Europaea, SE) upon being entered into the Luxembourg Business Register and is now operating under the name of SAF-HOLLAND SE, effective immediately. "Due to our international orientation, the conversion is a logical step and another milestone for the strategic development of the company," says Alexander Geis, CEO of the SAF-HOLLAND Group.
The extraordinary general meeting on February 14, 2020, approved the conversion into a European Company by unanimous vote. The shareholders of SAF-HOLLAND S.A. have automatically become shareholders of SAF-HOLLAND SE upon the conversion taking legal effect. The listing of the shares of SAF-HOLLAND on the Frankfurt Stock Exchange remains unaffected by the change of the legal form. This also applies to shareholder rights and the financial reporting.
"In the coming weeks we will prepare the second step, transferring the registered office to Germany", says Dr. Matthias Heiden, CFO of the SAF-HOLLAND Group. By transferring the registered office, the plan of the spatial consolidation of the registered office of SAF-HOLLAND SE, as the holding company, with the operating functions of SAF-HOLLAND GmbH will be realized. At the same time, the persistent monistic governance system of SAF-HOLLAND SE remaining even after the change of the legal form, consisting of the Board of Directors and Group Management Board should be converted into a dualistic model consisting of a Management Board and Supervisory Board. In this way, the management structure of SAF-HOLLAND SE would be adapted to match the customary governance structure of its new country of domicile, Germany.
An extraordinary general meeting, which is likely to be held in the second quarter of 2020 after the Annual General Meeting has been concluded, will vote on the next steps - including a capital increase from company funds, the transfer of the registered office from Luxembourg to Germany and the restatement of the articles of association.
Together with the change of the legal form and transfer of the registered office, the company is planning to simplify its corporate structure.
You will find further information on the planned transfer of the registered office at: https://corporate.safholland.com/en/SE.
About SAF-HOLLAND
SAF-HOLLAND SE, located in Luxembourg, is the largest independent listed supplier to the commercial vehicle market in Europe delivering mainly to the trailer markets. With sales of approximately EUR 1,301 million in 2018, the Company is one of the world's leading manufacturers and suppliers of chassis-related systems and components primarily for trailers, trucks, buses, and recreational vehicles. The product range comprises axle and suspension systems, fifth wheels, kingpins, and landing gear marketed under the brands SAF, Holland, Neway, KLL, V.Orlandi and York. SAF-HOLLAND sells its products to Original Equipment Manufacturers (OEM) on six continents. The Group's Aftermarket business supplies spare parts to the service networks of Original Equipment Suppliers (OES), as well as to end customers and service centers through its extensive global distribution network. SAF-HOLLAND is one of the few suppliers in the truck and trailer industry that is internationally positioned in almost all markets worldwide. With the innovation campaign "SMART STEEL - ENGINEER BUILD CONNECT" SAF-HOLLAND combines mechanics with sensors and electronics and drives the digital networking of commercial vehicles and logistics chains. Approximately 4,000 committed employees worldwide are already today working on the future of the transportation industry.
Contact
Michael Schickling
Head of Investor Relations and Corporate Communications
Tel: +49 (0) 6095 301 617
michael.schickling@safholland.de
Future-oriented statements
This press release contains certain future-oriented statements that are based on current assumptions and forecasts made by the management of SAF-HOLLAND SE. Various known and unknown risks, uncertainties and other factors may lead to the actual results, financial position, development or performance of the company deviating considerably from the appraisals specified here. The company assumes no obligation to update future-oriented statements of this nature or adapt them to future events or developments.
Notes
This announcement is for information purposes only and does neither constitute an offer to sell, purchase, exchange or transfer any securities nor a solicitation of any offer to sell, purchase, exchange or transfer any securities. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. SAF-HOLLAND SE does not intend to register any securities referred to herein under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with this announcement.