Sievi Capital Oyj - Company Announcement

SIEVI CAPITAL PLC STOCK EXCHANGE RELEASE APRIL 30 2014 AT 9:30 A.M. STATEMENT OF THE BOARD OF DIRECTORS

SIEVI CAPITAL PLC STOCK EXCHANGE RELEASE APRIL 30 2014 AT 9:30 A.M.



STATEMENT OF THE BOARD OF DIRECTORS OF SIEVI CAPITAL PLC REGARDING THE
MANDATORY PUBLIC TENDER OFFER BY JUSSI CAPITAL LTD 

May not be published or distributed directly or indirectly in the United
States, Canada, New Zealand, South Africa, China, Hong Kong, Singapore or Japan
or in any other jurisdiction where publishing or distributing this document
would be prohibited by law. 

1. Background

Jussi Capital Ltd (”Jussi Capital” or "Offeror") issued on 7 April 2014 a stock
exchange release regarding the mandatory public tender offer by Jussi Capital
(”Tender Offer”) for all the issued and outstanding shares in Sievi Capital Plc
(“Sievi Capital") that are not owned by Jussi Capital (“Release”). In relation
to the Release, Sievi Capital issued a stock exchange release on the same day.
With reference to the stock exchange release, the Board of Directors of Sievi
Capital issues the following statement referred to in Chapter 11, Section 13 of
the Finnish Securities Market Act (746/2012, as amended) (“SMA”) regarding the
Tender Offer. In the Offer Document (defined below), the object of the Tender
Offer was specified so that the Tender Offer shall not apply to shares in Sievi
Capital that are owned by Sievi Capital or its subsidiaries. 

On 7 April 2014, Jussi Capital acquired 28,500,829 shares in Sievi Capital by
way of a share exchange. Consequently, Jussi Capital's ownership increased to
30,400,829 shares, corresponding to approximately 50.07 percent of the total
number of shares and voting rights in Sievi Capital. If the shares in Sievi
Capital that are owned by the company itself are excluded, the shares owned by
Jussi Capital corresponded on 7 April 2014 to approximately 52.63 percent of
the total number of shares and voting rights in Sievi Capital. As a consequence
of the share acquisition, an obligation arose for Jussi Capital to launch a
tender offer for all remaining shares in Sievi Capital in accordance with
Chapter 11, Section 19 of the SMA. Certain shareholders of Sievi Capital, who
owned approximately 17.13 percent of all shares and voting rights in Sievi
Capital, gave an irrevocable and unconditional undertaking to accept the Tender
Offer. If the shares in Sievi Capital that are owned by the company itself are
excluded, the shares owned by the shareholders that gave the aforementioned
undertaking owned approximately 18.01 percent of all shares and voting rights
in Sievi Capital. In the Offer Document, Jussi Capital has announced that it
reserves the right to during the Offer Period (defined below) purchase shares
in Sievi Capital in public trading on NASDAQ OMX Helsinki or otherwise. The
Board of Directors of Sievi Capital has been informed that Jussi Capital has
purchased additional shares in Sievi Capital since 7 April 2014. 

2. Tender Offer in Brief

The following summary of the terms and conditions of the Tender Offer is based
on the information published in the Release and the Offer Document, published
by the Offeror on 15 April 2014, (“Offer Document”) containing the detailed
terms and conditions and the instructions for accepting the Tender Offer. For
purposes of this statement, Jussi Capital has provided the Board of Directors
of Sievi Capital with the Offer Document, which is available at Jussi Capital,
Jussinrinne 12, 85410 Sievi, Finland and can be downloaded from
www.jussicapital.fi/ and www.nordea.fi/osakkeet. 

The offer price is EUR 1.44 in cash per Sievi Capital share validly tendered in
the Tender Offer (“Offer Price”), which corresponds to the highest price paid
for a Sievi Capital share by Jussi Capital during a six-month period preceding
the arising of the obligation to launch a mandatory tender offer. The Annual
General Meeting of Sievi Capital held on 8 April 2014 resolved that for the
ended fiscal year, a dividend of EUR 0.05 per share, in total EUR 2,888,272,
shall be paid. The dividend was paid to shareholders who, on the record date 11
April 2014, were entered into Sievi Capital's shareholders' register maintained
by Euroclear Finland Ltd. The dividend payment date was 23 April 2014, and the
dividend has thus been taken into account in the Offer Price. <span style="font-size:11pt;">The Offer Price is approximately 18 percent
higher than EUR 1.22, the closing price of the Sievi Capital share on Nasdaq
OMX Helsinki on 4 April 2014, which was the last trading day before the
obligation to launch the mandatory tender offer arose. The Offer Price
corresponds to a premium of approximately 16 percent over the volume-weighted
average trading price of the Sievi Capital share on NASDAQ OMX Helsinki during
the three-month period preceding the arising of the obligation to launch a
mandatory tender offer. The Offer Price corresponds to a premium of
approximately 27 percent over the volume-weighted average trading price of the
Sievi Capital share on NASDAQ OMX Helsinki during the twelve-month period
preceding the arising of the obligation to launch a mandatory tender offer. On
the date of the Offer Document, Sievi Capital did not have registered with the
trade register any other securities entitling their holders to shares and Sievi
Capital has not disclosed that it would have issued such securities.</span>

The offer period (”Offer Period”) commenced on 15 April 2014 09.30 a.m.
(Finnish time) and ends on 9 May 2014 4:00 p.m. (Finnish time), unless the
Offer Period is extended. Jussi Capital has committed to acquire all the issued
and outstanding shares in Sievi Capital. The Tender Offer is not, however,
subject to achieving any specific ownership threshold. Jussi Capital reserves
the right to extend the Offer Period in accordance with the terms and
conditions of the Tender Offer. 

This statement on the Tender Offer is made from the perspective of Sievi
Capital and the shareholders of Sievi Capital concerned by the Tender Offer. 

3. Statement of the Board of Directors

3.1 Background for the Statement

As noted in Sievi Capital's stock exchange release issued on 15 April 2014,
only the independent members of the Board of Directors have participated in the
assessment of the Tender Offer and the preparation and decision-making of the
resolutions required by the Tender Offer and the execution of other actions in
relation to the Tender Offer. The Board of Directors of Sievi Capital has
nominated an independent working group in order to assess the Tender Offer. The
members of the working group are Asa-Matti Lyytinen, chairman of the board, and
Seppo 

Laine, ordinary member of the board. The Board of Directors of Sievi Capital
comprises a quorum with the aforementioned independent members present. The
ordinary member of the board Jonna Tolonen and the deputy member of the board
Jorma J. Takanen are both shareholders of the Offeror, and therefore
non-independent from the Offeror. The aforementioned persons have not
participated in preparation of this statement. 

Due to the large ownership of Jussi Capital in Sievi Capital, the Board of
Directors has concluded that it is not reasonable to actively search for
alternative bids. <span style="font-size:11pt;">Sievi Capital has undertaken to comply with the
recommendation referred to in Chapter 11, Section 28 of the SMA (Takeover
Code).</span>

3.2 Assessment of the Tender Offer from the Perspective of Sievi Capital and
its Shareholders 

In the Tender Offer, the Offeror offers EUR 1.44 per Sievi Capital share as the
Offer Price. The Offer Price is higher than the market price before the
obligation to launch a mandatory tender offer arose, as described in section 2,
third paragraph above. The Board of Directors further notes that in addition to
the market value of a company the fair value of the company can be evaluated,
for example, based on the company's net asset value. Typically, the market
value of publicly listed investment companies is below their net asset value,
i.e. the shares trade at a discount. According to the interim report of Sievi
Capital published today, the net asset value per share is EUR 1.56. Therefore,
the discount is approximately 7.7 percent, which is less than the historical
discount for the Sievi Capital share. 

The current shareholders of Sievi Capital may choose to remain owners in the
company, over which the Offeror has significant control regardless of whether
the Tender Offer succeeds, or accept the Tender Offer. <span style="font-size:11pt;">In order to support its assessment of the Tender
Offer, the Board of Directors has commissioned D. Econ. Jarmo Leppiniemi
(“</span><strong style="font-size: 11pt;">Jarmo Leppiniemi<span
style="font-size:11pt;">”) to prepare and provide an independent fairness
opinion regarding the Offer Price (“</span><strong style="font-size:
11pt;">Fairness Opinion<span style="font-size:11pt;">”). Jarmo Leppiniemi is
independent from the Offeror. The Fairness Opinion in its entirety is attached
hereto as Appendix 1.</span><span style="font-size:11pt;">The Board of Directors notes that according to
the Fairness Opinion provided by Jarmo Leppiniemi, the Offer Price, from a
financial point of view, is reasonable from the perspective of Sievi Capital
and its shareholders taking into account Sievi Capital's strategic objectives
of functioning as an investment company.</span>

3.3 Assessment regarding Strategy, Business and Employees

According to the Offer Document, the Offeror does not expect any direct
consequences for the strategy, business operations, assets or the status of
directors or employees, or the locations of business. The Offeror believes that
the potential de-listing of Sievi Capital has a positive impact on Sievi
Capital. 

The objective of the Offeror is, regardless of the acceptance ratio of the
Tender Offer, to support Sievi Capital's possibilities to develop its business
operations. 

The Offeror does not expect that its future business plans concerning Sievi
Capital have any likely direct impact on Sievi Capital's employees or locations
of business. 

In preparing its statement, the Board of Directors of Sievi Capital has relied
on information provided in the Offer Document and has not independently
verified such information. However, based on the information provided by Jussi
Capital in the Offer Document, the Board of Directors evaluates that the result
of the Tender Offer will not have any direct impact on the current business or
the employment in Sievi Capital. 

3.4 Recommendation

The Board of Directors of Sievi Capital has carefully evaluated the Tender
Offer and its terms and conditions based on the Offer Document, the Fairness
Opinion and other available information. The Board of Directors of Sievi
Capital believes that the Tender Offer made by Jussi Capital is fair to Sievi
Capital's shareholders taking into account, amongst other factors, the premium
being offered, the ratio between the Offer Price and the net asset value of
Sievi Capital, the support for the Tender Offer by certain major shareholders
referred to above and the Fairness Opinion provided by Jarmo Leppiniemi. 

Based on the above factors, the members of the Board of Directors having
participated in the decision making unanimously recommend that the shareholders
of Sievi Capital accept the Tender Offer made by Jussi Capital. 

4. Information about the Statement

This Statement by the Board of Directors does constitute investment or tax
advice to the shareholders or to any other party, nor can the Board of
Directors be required to specifically evaluate the general share price
development or risks relating to investing in general. Acceptance or refusal of
the Tender Offer is always a matter to be decided by the shareholders
independently, taking into account all available information, including the
statements and information contained in the Offer Document and in this
statement. The Board of Directors of Sievi Capital has obtained a fairness
opinion from D. Econ. Jarmo Leppiniemi for the purposes of assessing the Tender
Offer. Dittmar & Indrenius Attorneys Ltd. has acted as legal counsel with
respect to this statement. 

In Helsinki, 29 April 2014

SIEVI CAPITAL PLC

THE BOARD OF DIRECTORS

Additional information:
Asa-Matti Lyytinen, Chairman of the Board
tel. +35840 514 2007

Distribution:

Jussi Capital Ltd.

Financial Supervisory Authority

NASDAQ OMX Helsinki

Major media

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. OFFERS WILL NOT BE MADE DIRECTLY
OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION
THEREIN IS PROHIBITED BY APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT
BEING MADE IN THE UNITED STATED, AUSTRALIA, HONG KONG, CANADA, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR SINGAPORE. 

APPENDIX 1:       FAIRNESS OPINION BY JARMO LEPPINIEMI, DATED 28 APRIL 2014

Attachments:

ASIANTUNTIJALAUSUNTO SIEVI CAPITAL OYJ 042014.pdf