Aspo - Company Announcement

Aspo's EUR 25 million hybrid bond more than two times oversubscribed

ASPO Plc   STOCK EXCHANGE RELEASE      May 17, 2016 at 17:50

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR
SOUTH AFRICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

ASPO'S EUR 25 MILLION HYBRID BOND MORE THAN TWO TIMES OVERSUBSCRIBED



Aspo Plc ("Aspo" or the "Company") successfully placed EUR 25 million hybrid
bond on May 17, 2016 (the "new hybrid bond"). The new hybrid bond was more than
two times oversubscribed and was allocated to a wide investor group. The new
hybrid bond is expected to be issued on May 27, 2016.



"The  interest  from  the  investors  towards  the  transaction shows confidence
towards  the strategy and east markets knowhow  of Aspo Group", says Aki Ojanen,
CEO of Aspo.



The initial coupon rate of the new hybrid bond is fixed at 6.75 percent per
annum, but it will be subject to a coupon reset on each 4th anniversary of the
issue date of the new hybrid bond. The new hybrid bond has no specified maturity
date, but Aspo may exercise its redemption option on the 4th anniversary of the
issue date of the new hybrid bond and on each annual interest payment date
thereafter.



The launch of the voluntary cash tender offer announced on May 13, 2016 by Aspo
for its outstanding hybrid bond issued in November 2013 (the "2013 hybrid bond")
is conditional upon the successful issue of the new hybrid bond, and Aspo
considers it has received indications of a sufficient amount of subscriptions
for the new hybrid bond to proceed with the tender offer. As a result, in the
absence of any unforeseen development, Aspo expects that it will complete the
tender offer in accordance with, but subject always to, the terms and conditions
of the tender offer contained in the tender offer memorandum dated May 13, 2016.



A hybrid bond is an instrument that is subordinated to the company's other debt
obligations and that is treated as equity in the Group's IFRS financial
statements. The hybrid bond does not confer to its holders the rights of a
shareholder and does not dilute the holdings of the current shareholders.



Aspo has appointed Danske Bank Oyj as the sole lead manager in connection with
the issue of the new hybrid bond and Danske Bank Oyj as tender agent and dealer
manager in connection with the tender offer.



Aspo would use the proceeds from the issue of the new hybrid bond to finance the
repayment of its outstanding EUR 20 million 2013 hybrid bond and for general
purposes of the Aspo Group.

ASPO Plc

Aki Ojanen
CEO



Further information:



Harri Seppälä, Aspo Plc, Group Treasurer, +358 9 5214035, +358 400 617201,
harri.seppala (a) aspo.com



Distribution:



Nasdaq Helsinki
Key Media
www.aspo.com



Aspo is a conglomerate that owns and develops business operations in Northern
Europe and growth markets focusing on demanding B-to-B customers. Our strong
company brands - ESL Shipping, Leipurin, Telko and Kauko - aim to be the market
leaders in their sectors. They are responsible for their own operations,
customer relationships and the development of these. Together they generate
Aspo's goodwill. Aspo's Group structure and business operations are continually
developed without any predefined schedules.



DISTRIBUTION RESTRICTIONS



The distribution of this release and the invitation to tender the outstanding
capital securities is prohibited by law in certain countries. The tender offer
is not made to the public either inside or outside of Finland. Persons resident
outside of Finland may receive this release, the tender offer memorandum and any
other information and materials relating to the tender offer only in compliance
with applicable exemptions or restrictions. Persons into whose possession this
release, the tender offer memorandum or any other such information or materials
may come are required to inform themselves about and comply with such
restrictions. This release, the tender offer memorandum or any other such
information or materials may not be distributed or published in any country or
jurisdiction if such distribution or publication would constitute a violation of
the relevant laws of such jurisdiction or would require actions under the laws
of a state or jurisdiction other than Finland, including the United States,
Australia, Canada, Hong Kong, South Africa, Singapore and Japan. The information
contained in this release shall not constitute an offer to sell or tender, or a
solicitation of an offer to buy or sell, the capital securities to any persons
in any jurisdiction in which such offer, solicitation or sale or tender would be
unlawful. None of Aspo or the tender agent or any of their respective affiliates
and representatives assumes any legal responsibility for such violations,
regardless of whether or not the parties contemplating investing in or divesting
any capital securities are aware of these restrictions.



United States: The tender offer is not being made, and will not be made,
directly or indirectly in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of or of any facilities of a
national securities exchange of, the United States or to any U.S. Person (as
defined in Regulation S of the US Securities Act of 1933, as amended (the "U.S.
Securities Act") (each a "U.S. Person")). This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The capital securities may not be
tendered in the tender offer by any such use, means, instrumentality or facility
from or within the United States or by persons located or resident in the United
States or by, or by any person acting for the account or benefit of, a U.S.
Person. Accordingly, copies of this release, the tender offer memorandum and any
other documents or materials relating to the tender offer are not being, and
must not be, directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or resident in
the United States or to any U.S. Person. Any purported tender of capital
securities in the tender offer resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of the capital
securities made by a person located in the United States or any agent, fiduciary
or other intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.



For the purposes of this paragraph, United States means the United States of
America, its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands),
any state of the United States of America and the District of Columbia.



United Kingdom: This release, the tender offer memorandum and any other offer
material relating to the tender offer are each intended to be a communication
falling within section 21(1) of the UK Financial Services and Markets Act 2000
(as amended (the "FSMA")) having the benefit of an exemption to the applicable
restrictions regarding financial promotion pursuant to Articles 19 and 43 of the
UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order"). This release, the tender offer memorandum and any such
other offer material relating to the tender offer may only be distributed to and
is only directed at (i) persons who are outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the Order or (iii) high
net worth companies, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons in (i),
(ii) and (iii) above together being referred to as "relevant persons"). Any
invitation, offer or agreement to purchase or otherwise acquire such securities
will be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this release the tender offer memorandum or any
such offering material or any of their contents. For the avoidance of doubt,
neither this release, the tender offer memorandum nor any such other offer
material relating to the tender offer has been or will be approved by an
authorised person for the purposes of section 21(1) of the FSMA.



General: Neither this release nor the tender offer memorandum constitutes an
offer to buy or the solicitation of an offer to sell the capital securities (and
tenders of the capital securities in the tender offer will not be accepted from
holders thereof) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where any securities, investor protection or
other laws require the tender offer to be made by a licensed broker or dealer
and any dealer manager or any of its affiliates is such a licensed broker or
dealer in any such jurisdiction, the tender offer shall be deemed to be made by
such dealer manager or such affiliate, as the case may be, on behalf of the
offeror in such jurisdiction(s).



In addition to the representations referred to above in respect of the United
States, each holder of capital securities participating in the tender offer will
also be deemed to give certain representations, acknowledgements, warranties and
undertakings and make certain agreements in respect of the other jurisdictions
referred to above and generally as set out in the tender offer memorandum. Any
tender of capital securities for purchase pursuant to the tender offer from a
holder that is unable to make these representations or agreements will not be
accepted. Each of Aspo and the tender agent reserves the right, in its absolute
discretion, to investigate, in relation to any tender of capital securities for
purchase pursuant to the tender offer, whether any such representation given by
a holder thereof is correct and, if such investigation is undertaken and as a
result Aspo determines (for any reason) that such representation is not correct,
such tender shall not be accepted.



DISCLAIMER



This release is for information purposes only and is not to be construed as an
offer to purchase or sell or a solicitation of an offer to purchase or sell with
respect to any securities of Aspo. The distribution of this release and the
related material concerning the issuance of the new hybrid bonds are prohibited
or restricted by law in certain countries. The new hybrid bonds are not being
and will not be offered to the public either inside or outside of Finland.
Persons resident outside of Finland may receive this release and, if Aspo
decides to proceed with the issue of the new hybrid bonds, any offering material
or documentation related to the new hybrid bonds only in compliance with
applicable exemptions or restrictions. Persons into whose possession this
release and any such offering material or documentation may come are required to
inform themselves about and comply with such restrictions. This release and any
such offering material or documentation may not be distributed or published in
any country or jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction or would require actions under the laws of a
state or jurisdiction other than Finland, including the United States,
Australia, Canada, Hong Kong, South Africa, Singapore and Japan. The information
contained herein shall not constitute an offer to sell or tender, or a
solicitation of an offer to buy or sell any of Aspo's securities including new
hybrid bonds to any persons in any jurisdiction in which such offer,
solicitation or sale or tender would be unlawful. None of Aspo, the tender agent
or the lead manager of their respective representatives assume no legal
responsibility for such violations, regardless of whether persons contemplating
investing in or divesting Aspo's securities including new hybrid bonds are aware
of these restrictions or not. The new hybrid bonds have not been and will not be
registered under the U.S. Securities Act (as defined above), nor under any
securities legislation of any state in the United States, and they may not be
offered, sold, resold delivered, distributed, bought or transferred in the
United States or to any U.S. Person (as defined above), except pursuant to an
exemption from the registration requirements of the U.S. Securities Act and any
applicable state law legislation. The provisions relating to distribution of any
offer materials in the United Kingdom or to relevant persons referred to above
shall apply mutatis mutandis to any such offer materials relating to the new
hybrid bonds.





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