Norvestia - Company Announcement

PRELIMINARY RESULT OF CAPMAN PLC’S EXCHANGE OFFER AND RESOLUTION OF NORVESTIA OYJ’S BOARD ON EXTRA DIVIDEND DISTRIBUTION

Helsinki, Finland, 2016-12-19 14:30 CET (GLOBE NEWSWIRE) -- 

Norvestia Oyj           Stock Exchange Release  19 December 2016 at 15:30

This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in the United States of America, Australia,
Canada, Hong Kong, Japan, New Zealand, South Africa, or any other country where
such publication or distribution would violate applicable regulation or would
require additional measures in addition to the requirements under Finnish law. 

PRELIMINARY RESULT OF CAPMAN PLC’S EXCHANGE OFFER AND RESOLUTION OF NORVESTIA
OYJ’S BOARD ON EXTRA DIVIDEND DISTRIBUTION 

CapMan Plc (“CapMan”) has 3 November 2016 announced, in the manner provided in
Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended), a
voluntary public exchange offer (the “Exchange Offer”) to acquire all Norvestia
Oyj’s (“Norvestia”) shares and securities entitling to shares. 

The offer period of the Exchange Offer ended 16 December at 18:30. CapMan has
today announced the preliminary result of the Exchange Offer, according to
which the shares offered in the Exchange Offer represent approximately 61.7 per
cent of all the shares and votes in Norvestia, which together with the
Norvestia shares owned by CapMan represent 90.3 per cent of all shares and
votes in Norvestia. CapMan announced also that all the conditions of the
Exchange Offer have been completed and CapMan will complete the Exchange Offer. 

CapMan announced that the Exchange Offer is completed on or about 22 December
2016 and the offer consideration is paid by issuing new shares in CapMan on or
about 22 December 2016. The new shares are registered in the Trade Register on
or about 27 December 2016. CapMan will apply for the shares to be listed on the
main list of Nasdaq Helsinki Ltd. on or about 28 December 2016. CapMan
announced that it initiates a subsequent offer period and continues it until on
or about 9 January 2017 in accordance with the terms and conditions of the
Exchange Offer. CapMan publishes a more detailed information on the subsequent
offer period together with the announcement of the final result on or about 20
December 2016. 

CapMan additionally announced that as a part of the arrangements relating to
the Exchange Offer, CapMan’s A-shares will be converted to B-shares with a
conversion ratio of 1:1 and CapMan’s Articles of Association will be amended,
based on the resolution of the Extraordinary General Meeting of Capman held 8
December 2016, so that CapMan will only have one share series and all CapMan
shares carry one (1) vote per share and equal rights to dividend and other
distribution of CapMan’s assets to its shareholders. The conversion of A-shares
and the amendment of the Articles of Association will be registered to the
Trade Register on or about 20 December 2016. 

CapMan’s stock exchange release in its entirety is attached as an Appendix to
this stock exchange release. 

The Extraordinary General Meeting of Norvestia resolved 8 December 2016 on an
extra dividend distribution of EUR 3.35 per share on the condition that all
conditions of the Exchange Offer are fulfilled (or their fulfilment has been
waived) and the dividend record date determining the shareholders who are
entitled to the dividend is before the completion trades of the Exchange Offer.
Based on the resolution of the Extraordinary General Meeting, Norvestia’s Board
of Directors resolved, as CapMan has announced that the conditions of the
Exchange Offer are fulfilled, to implement the resolution of the General
Meeting and resolved that the dividend record date is 21 December 2016. The
Extra Dividend payment date is 29 December 2016. 

Helsinki, 19 December 2016

NORVESTIA OYJ

Board of Directors

Additional information: Hannu Syrjänen, Vice Chairman of the Board
tel. +358 400 454 885

Distribution:
Nasdaq Helsinki
Main media
www.norvestia.fi

Appendix: CapMan Plc’s stock exchange release 19 December 2016

Important Notice

This release may not be released or otherwise distributed, in whole or in part,
in or into or to any person located or a resident of the United States of
America, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or
any other jurisdiction where prohibited by applicable laws or rules. This
release is not a share exchange offer document or a prospectus and as such does
not constitute an offer or invitation to make a sales offer. Investors shall
accept the exchange offer for the shares only on the basis of the information
provided in an exchange offer document and prospectus in respect of the
exchange offer. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any exchange offer document or registration or other
requirements would apply in addition to those undertaken in Finland. 

The exchange offer document and prospectus in respect of the exchange offer as
well as related acceptance forms will not and may not be distributed,
forwarded, or transmitted into, in, or from any jurisdiction where prohibited
by applicable law. In particular, the exchange offer is not being made,
directly or indirectly, in or into, Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa, or the United States of America. The exchange offer
cannot be accepted from within Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa, or the United States of America. 

CapMan’s shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), or under any of the
relevant securities laws of any state or other jurisdiction of the United
States of America. CapMan's shares may not be offered or sold in the United
States, except pursuant to an exemption from the Securities Act or in a
transaction not subject to the registration requirements of the Securities Act. 

Certain statements herein which are not historical facts, including, without
limitation, those regarding expectations for general economic development and
the market situation, expectations for the combined company’s development and
profitability and the realization of synergy benefits and cost savings, and
statements preceded by “expects”, ”estimates”, ”forecasts” or similar
expressions, are forward-looking statements. These statements are based on
current decisions and plans and currently known factors. They involve risks and
uncertainties which may cause the actual results to materially differ from the
results currently expected for the combined company. Such factors include, but
are not limited to, general economic conditions, including fluctuations in
exchange rates and interest levels which influence the operating environment
and profitability of customers and thereby the orders received by the combined
company and their margin; the competitive situation; the combined company’s own
operating conditions, such as the success of production and product development
and their continuous development and improvement; and the success of future
acquisitions.

Attachments:

Appendix. CapMan Plcs stock exchange release 19 December 2016.pdf