Aspo Plc’s partial demerger
Aspo’s Board of Directors has approved a demerger plan concerning the separation of ESL Shipping into a new listed company (ESL Shipping Group Plc). The demerger is conditional upon approval by the Extraordinary General Meeting, which will be held on 7 December 2026.
Telko would remain with the current company following the demerger. The plan is that Aspo would then be renamed Telko Group Plc.
The arrangement will be implemented as a partial demerger of the company, whereby Aspo’s shareholders will be issued with shares in the new ESL Shipping Group Plc to be established. Aspo’s shareholders will receive 1 share in ESL Shipping Group Plc for each share they hold in Aspo.
Timeline of the partial demerger
1. Strategic vision was set by the Board
14 May 2024: Aspo announced a new vision to form two separate companies. The goal was to enable value creation and continued growth for the businesses and investigate strategic alternatives for them.
3 November 2025: Aspo provided more detailed information on the main alternatives for the strategic evaluation.
2. Approval of the demerger plan
3 August 2026: the Board of Directors of Aspo Plc approved a demerger plan concerning the separation of ESL Shipping Ltd into a new independent listed company.
3. Demerger and listing prospectus publication
Prior to the Extraordinary General Meeting, Aspo will publish a demerger and listing prospectus in November. The document will contain more detailed information on the demerger and the listing of ESL Shipping Group.
4. Extraordinary General Meeting
The demerger is conditional upon approval by the Extraordinary General Meeting of the company, which will be held on 7 December 2026.
Invitation to the Extraordinary General Meeting
5. Planned completion date of the demerger
The planned completion date of the demerger is 31 December 2026.
6. Trading in the shares of ESL Shipping Group
Trading in the shares of ESL Shipping Group is currently expected to commence on Nasdaq Helsinki on or about 4 January 2027 or as soon as possible thereafter.
Upon completion of the demerger - Frequently asked questions about the partial demerger
The demerger is conditional upon approval by Aspo’s Extraordinary General Meeting and the decision by Aspo’s Board of Directors to complete the demerger. The Extraordinary General Meeting will be held on 7 December 2026.
The demerger is also conditional upon the share exchange agreement with the minority shareholder of ESL Shipping Ltd remaining in force on 31 December 2026, the planned completion date of the demerger.
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What happens to my current Aspo shares?
The number of shares you hold in Aspo Plc will remain unchanged. However, it is intended
that Aspo Plc be renamed Telko Group Plc in connection with the demerger.
In addition, you will receive shares in ESL Shipping Group Plc as consideration for the
demerger. -
How many ESL Shipping Group shares will I receive?
Upon completion of the demerger, Aspo’s shareholders will receive one (1) share in ESL Shipping Group Plc for each share they hold in Aspo Plc as consideration for the demerger.
For example, if you own 1,000 shares in Aspo Plc, you will receive 1,000 shares in
ESL Shipping Group Plc upon completion of the demerger. -
Do I need to take any action to receive shares in ESL Shipping Group?
No. Receiving shares as consideration for the demerger does not require any action by Aspo’s shareholders. Upon completion of the demerger, the shares in ESL Shipping Group Plc will be automatically recorded in the shareholders’ book-entry accounts or equity savings accounts.
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How will my shareholdings be distributed after the demerger?
Following the demerger, you will own shares in two separate listed companies: Telko Group Plc and ESL Shipping Group Plc.
For example, if you own 1,000 shares in Aspo Plc before the demerger, following the
demerger you will own 1,000 shares in Telko Group Plc and 1,000 shares in ESL Shipping
Group Plc. -
When will I receive the ESL Shipping Group shares?
The shares in ESL Shipping Group Plc will be issued as consideration for the demerger
in connection with its completion. The planned completion date of the demerger is 31 December 2026. -
How will the value of the Telko Group and ESL Shipping Group shares be determined?
Following completion of the demerger, the shares in Telko Group Plc (formerly Aspo Plc) will continue to be traded on Nasdaq Helsinki and the share price will be determined by normal trading.
The price of the ESL Shipping Group Plc share will be determined through normal trading on Nasdaq Helsinki after the shares in ESL Shipping Group Plc have been admitted to trading and the demerger has been completed. The company does not estimate or speculate on the market value of ESL Shipping Group Plc.
The planned completion date of the demerger is 31 December 2026. Trading in the shares of ESL Shipping Group Plc on Nasdaq Helsinki is currently expected to commence on or about 4 January 2027 or as soon as possible thereafter.
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Can I buy or sell ESL Shipping Group shares as soon as the company is listed?
Trading in the shares of ESL Shipping Group Plc on Nasdaq Helsinki is currently expected to commence on or about 4 January 2027 or as soon as possible thereafter. After that, the shares can be traded normally on the stock exchange.
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Will the demerger result in any costs for me?
The demerger will not result in any direct costs for Aspo’s shareholders. The shares in ESL Shipping Group Plc to be issued as consideration for the demerger will be recorded in the shareholders’ book-entry accounts or equity savings accounts without requiring any action by the shareholders.
Trading in the shares of Telko Group Plc and ESL Shipping Group Plc constitutes normal stock exchange trading. Each custodian, book-entry account or equity savings account operator and broker may charge fees for trading orders and the custody of shares. -
How will the demerger affect future dividends?
Following the demerger, Telko Group Plc and ESL Shipping Group Plc will decide
independently on any dividend distributions as listed companies and in accordance with the resolutions of their respective General Meetings. Upon completion of the demerger, the
following dividend policies will take effect:
ESL Shipping Group: The goal is to annually distribute approximately 50% of profit for the period in dividends.The financing of ESL Shipping Group's investment program will affect the equity ratio and dividend-paying capacity in the coming years, for the duration of the current significant investment program.
Telko Group: The goal is to annually distribute approximately 30% of profit for the period in dividends.
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How does the partial demerger affect the taxation of my shareholding?
Aspo does not provide tax advice. The tax treatment of each shareholder may vary
depending on, among other things, the shareholder’s country of residence, tax status and ownership structure. Shareholders are advised to consult their own tax adviser or local tax authority, as necessary.As a general rule, receiving shares in ESL Shipping Group Plc should not result in any immediate tax consequences for shareholders who are generally liable to tax in Finland. Any capital gain or loss will generally be realised for Finnish tax purposes when a shareholder
sells the ESL Shipping Group Plc shares received in the demerger. Returns on an equity savings account are taxed only when funds are withdrawn from the account. -
For tax purposes, how will the acquisition cost of my shares be allocated between the Telko Group and ESL Shipping Group shares?
Aspo does not provide tax advice. Following the partial demerger, the original acquisition cost of the Aspo shares will be allocated between the Telko Group Plc shares and the ESL Shipping Group Plc shares for Finnish income tax purposes.
As a general rule, the acquisition cost of the shares in ESL Shipping Group Plc will be deemed to be the portion of the acquisition cost of the Aspo shares that corresponds to the portion of Aspo’s net assets transferred to ESL Shipping Group Ltd. However, if it is evident
that the ratio of the net assets differs materially from the ratio of the fair values of the shares, the acquisition cost may instead be allocated based on the ratio of the fair values of the shares.The Finnish Tax Administration is expected to issue separate guidance and confirm the ratio for allocating the acquisition cost between the Telko Group Plc shares and the ESL Shipping Group Plc shares following completion of the partial demerger.
The allocation of the acquisition cost described above applies only to shareholders who are generally liable to tax in Finland. Shareholders who are tax resident in another country are
advised to consult their own tax adviser or local tax authority to determine how the acquisition cost of their shares will be treated for income tax purposes following the partial demerger.
Updated: 21.10.2026