Technopolis - Company Announcement

Technopolis Plc is Planning Rights Issue and Convenes Extraordinary General Meeting to Authorize the Board of Directors to Decide on Rights Issue

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TECHNOPOLIS PLC            STOCK EXCHANGE RELEASE          August 4, 2016 at
11.45 a.m. 

Technopolis Plc is Planning Rights Issue and Convenes Extraordinary General
Meeting to Authorize the Board of Directors to Decide on Rights Issue 

The Board of Directors of Technopolis Plc (“Technopolis” or the “Company”) has
decided to convene an Extraordinary General Meeting ("EGM") to resolve on
authorizing the Board of Directors to decide on an approximately EUR 125
million rights issue pursuant to the shareholders’ pre-emptive subscription
right (the "Offering"). 

The proceeds from the Offering will be used to improve the solvency of the
Company following the acquisition of the Gårda campus and to finance future
organic growth projects and potential acquisitions. 

The Board of Directors proposes that the EGM authorizes the Board of Directors
to decide on the issuance of a maximum of 75,000,000 new shares (“Shares”) in
the Offering. Should the authorization proposed by the Board of Directors be
used in full, the Shares to be issued in the Offering would represent a maximum
of approximately 70.4 percent of the total shares and voting rights in the
Company prior to the Offering. Technopolis’ two largest shareholders, Varma
Mutual Pension Insurance Company and Ilmarinen Mutual Pension Insurance
Company, have preliminarily indicated that they will participate pro rata in
the rights issue. Nordea will act as the sole arranger in the Offering. 

The detailed terms and conditions of the Offering are expected to be decided by
the Board of Directors in accordance with market conditions, provided that the
EGM authorizes the Board to execute the Offering. 

The EGM is scheduled to be held on 31 August 2016 at Technopolis, Innopoli
3,Vaisalantie 6, Espoo, Finland. The notice to the EGM will be published
through a separate stock exchange release today. The proposal for the
authorization on the issuance of new shares and other information relating to
the EGM will be available on the Company's website at www.technopolis.fi. 

Helsinki on August 4, 2016

TECHNOPOLIS PLC

BOARD OF DIRECTORS

Further information:
Keith Silverang, CEO, tel. +358 40 566 7785
Carl-Johan Granvik, Chairman of the Board, tel. +358 50 1698


Distribution:
Nasdaq Helsinki Ltd.
Main news media
www.technopolis.fi

DISCLAIMER

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa or Japan.  These written materials do not constitute an
offer of securities for sale in the United States, nor may the securities be
offered or sold in the United States absent registration or an exemption from
registration as provided in the U.S. Securities Act of 1933, as amended, and
the rules and regulations thereunder.  There is no intention to register any
portion of the offering in the United States or to conduct a public offering of
securities in the United States. 

The issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
and Nordea assume no responsibility in the event there is a violation by any
person of such restrictions. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus to be published or distributed by the Company. 

The Company has not and will not authorize any offer to the public of
securities in any Member State of the European Economic Area other than
Finland. With respect to each Member State of the European Economic Area other
than Finland and which has implemented the Prospectus Directive (each, a
“Relevant Member State”), no action has been undertaken or will be undertaken
to make an offer to the public of securities requiring publication of a
prospectus in any Relevant Member State. As a result, the securities may only
be offered in Relevant Member States (a) to any legal entity which is a
qualified investor as defined in the Prospectus Directive; or (b) in any other
circumstances falling within Article 3(2) of the Prospectus Directive. For the
purposes of this paragraph, the expression an “offer of securities to the
public” means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to exercise, purchase or subscribe the securities,
as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression “Prospectus
Directive” means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression “2010 PD Amending Directive” means Directive
2010/73/EU. 

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Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net
worth entities, and other persons to whom it may lawfully be communicated,
falling within Article 49(2) of the Order (all such persons together being
referred to as “relevant persons”).  Any investment activity to which this
communication relates will only be available to and will only be engaged with,
relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents.