PROPOSED UPDATE TO THE CORPORATE HOLDING STRUCTURE
PROPOSED UPDATE TO THE CORPORATE HOLDING
STRUCTURE
Amsterdam, the Netherlands - Flow Traders N.V.
(Euronext: FLOW) announces the
proposed implementation of an updated corporate holding
structure, as an enabler of its global strategic ambition.
This proposed update
will involve a top holding company in
Bermuda and is the result of a
thorough legal and capital structure
review.
The update of the holding structure enables Flow Traders to
become more competitive as a global, next generation liquidity
provider, particularly in relation to regulatory capital
management. Different capital requirements will apply following the
update of the holding structure which are expected to expand Flow
Traders’ strategic growth options. Furthermore, it will create a
more level playing field with global peers with respect to the
regulatory capital framework.
Following the update of the holding structure, Flow Traders will
retain its existing global footprint with no change to day-to-day
operations. This includes a substantial presence in the Netherlands
as well as maintaining a listing on Euronext Amsterdam. The update
of the holding structure does not change Flow Traders’ tax
residence in the Netherlands and Flow Traders continues to apply
its policy of pursuing the principle that tax should follow the
business. Therefore, Flow Traders will continue to pay taxes in
those countries where profits are earned, predominantly in the
Netherlands. Flow Traders’ regulated entities will continue to be
subject to supervision by their respective regulators.
As a top holding company domicile, Bermuda has been selected by
Flow Traders and by numerous other financial services companies as
it offers a well-established and respected legal jurisdiction,
while offering Flow Traders the ability to execute its growth plans
and continue all major elements of its current governance. The
proposed update of the holding structure has received the unanimous
support of Flow Traders’ Management and Supervisory Board members.
In line with Bermuda law, the top holding company will have a
one-tier Board structure, comprised of executive and non-executive
directors, including the independent Chairman.
Flow Traders has obtained an unconditional declaration of no
objection from the Dutch Central Bank (DNB) in connection with the
update of the corporate holding structure. The proposed update is
subject to shareholder and certain other regulatory approvals.
Extraordinary General Meeting
Flow Traders will propose the update to the corporate holding
structure to shareholders at an Extraordinary General Meeting,
scheduled to take place on Friday 2 December 2022 at 14.00 CET.
This meeting will be held virtuallyi. The detailed convening
notice, agenda and other documentation relating to the meeting can
be found at:
www.flowtraders.com/investors/corporate-governance/agm.
Contact Details
Flow Traders N.V.
InvestorsJonathan BergerPhone:
+31 20 799
6799Email: investor.relations@flowtraders.com
MediaLaura PeijsPhone:
+31 20 799
6799Email: press@flowtraders.com
About Flow Traders
Flow Traders is a leading global financial technology-enabled
liquidity provider in financial products, historically specialized
in Exchange Traded Products (ETPs), now expanding into other asset
classes. Flow Traders ensures the provision of liquidity to support
the uninterrupted functioning of financial markets. This allows
investors to continue to buy or sell ETPs or other financial
instruments under all market circumstances. We continuously grow
our organization, ensuring that our trading desks in Europe, the
Americas and Asia can provide liquidity across all major exchanges,
globally, 24 hours a day. Founded in 2004, we continue to cultivate
the entrepreneurial, innovative and team-oriented culture that has
been with us since the beginning. Please visit www.flowtraders.com
for more information.
Important Legal Information
This press release is prepared by Flow Traders N.V. and is for
information purposes only. It is not a recommendation to engage in
investment activities and you must not rely on the content of this
document when making any investment decisions. The information in
this document does not constitute legal, tax, or investment advice
and is not to be regarded as investor marketing or marketing of any
security or financial instrument, or as an offer to buy or sell, or
as a solicitation of any offer to buy or sell, securities or
financial instruments. The information and materials contained in
this press release are provided ‘as is’ and Flow Traders N.V. or
any of its affiliates (“Flow Traders”) do not warrant the accuracy,
adequacy or completeness of the information and materials and
expressly disclaim liability for any errors or omissions. This
press release is not intended to be, and shall not constitute in
any way a binding or legal agreement, or impose any legal
obligation on Flow Traders. All intellectual property rights,
including trademarks, are those of their respective owners. All
rights are reserved. All proprietary rights and interest in or
connected with this publication shall vest in Flow Traders. No part
of it may be redistributed or reproduced without the prior written
permission of Flow Traders. This press release may include
forward-looking statements, which are based on Flow Traders’
current expectations and projections about future events, and are
not guarantees of future performance. Forward looking statements
are statements that are not historical facts, including statements
about our beliefs and expectations. Words such as “may”, “will”,
“would”, “should”, “expect”, “intend”, “estimate”, “anticipate”,
“project”, “believe”, “could”, “hope”, “seek”, “plan”, “foresee”,
“aim”, “objective”, “potential”, “goal” “strategy”, “target”,
“continue” and similar expressions or their negatives are used to
identify these forward-looking statements. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors because they relate to
events and depend on circumstances that will occur in the future
whether or not outside the control of Flow Traders including, but
not limited to, the following: the occurrence of any event, the
timing and completion of the update, including receipt of
regulatory approvals and Flow Traders’ shareholder approval and the
satisfaction of other conditions ; the realization of anticipated
benefits of the update and the timing thereof; the risk that any
announcements relating to the update could have adverse effects on
the market price of Flow Traders; the focus of management time and
attention on the update and other disruptions arising from the
update ; the volatility of the international marketplace; changes
in laws; regulations and government policies; changes in taxes and
tax rates; and material adverse changes in economic and industry
conditions. Such factors may cause actual results, performance or
developments to differ materially from those expressed or implied
by forward-looking statements. Accordingly, no undue reliance
should be placed on any forward-looking statements. Forward-looking
statements speak only as at the date at which they are made. Flow
Traders expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statements contained
in this press release to reflect any change in its expectations or
any change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law.
Financial objectives are internal objectives of Flow Traders to
measure its operational performance and should not be read as
indicating that Flow Traders is targeting such metrics for any
particular fiscal year. Flow Traders’ ability to achieve these
financial objectives is inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond Flow Traders’ control, and upon assumptions with
respect to future business decisions that are subject to change. As
a result, Flow Traders’ actual results may vary from these
financial objectives, and those variations may be material. This
press release is for information purposes only, does not constitute
a prospectus within the meaning of Regulation (EU) 2017/1129 and is
not an offer to acquire securities for sale to U.S. persons or in
any jurisdiction and no related documents will be distributed to
the public in any jurisdiction.
The securities of Flow Traders have not been and
will not be registered under the Securities Act of 1933, as
amended, or any U.S. state securities laws and may not be offered
or sold in the United States absent registration with the U.S.
Securities and Exchange Commission or an applicable exemption from
such registration requirements.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
will there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
jurisdiction.
Market Abuse Regulation
This press release contains information within the meaning of
Article 7(1) of the EU Market Abuse Regulation.
i The meeting will be held on a virtual basis unless the
temporary legislation which allows for such virtual meetings is no
longer in force at the time of the EGM, in which case the meeting
will take place physically in the Auditorium at the INIT Building
at Jacob Bontiusplaats 9, 1018 LL Amsterdam, the Netherlands.
- Proposed Update to the Corporate Holding Structure - Press
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