Sponda - Tender offer

POLAR BIDCO S.À R.L. HAS ANNOUNCED THAT THE EUROPEAN COMMISSION HAS APPROVED POLAR BIDCO S.À R.L.'S CONTEMPLATED ACQUISITION OF SPONDA

THIS  RELEASE MAY NOT BE RELEASED,  PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR  IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.

Sponda Plc                                        Stock Exchange Release
          July 11, 2017 at 14:15


POLAR  BIDCO S.À R.L.  HAS ANNOUNCED  THAT THE  EUROPEAN COMMISSION HAS APPROVED
POLAR BIDCO S.À R.L.'S CONTEMPLATED ACQUISITION OF SPONDA

Polar  Bidco S.à r.l. (the  "Offeror"), a corporation owned  by funds advised by
affiliates  of  The  Blackstone  Group  L.P.  (together  with  its  consolidated
subsidiaries,  "Blackstone"),  commenced  a  voluntary recommended public tender
offer  to purchase  all issued  and outstanding  shares in Sponda Plc ("Sponda")
(the  "Tender Offer")  on June  13, 2017. The completion  of the Tender Offer is
subject  to  the  satisfaction  or  waiver  by  the Offeror of the conditions to
completion  set out in the terms and conditions  of the Tender Offer on or prior
to the date of announcement of the final results of the Tender Offer.

According  to an announcement made today by the Offeror, the European Commission
unconditionally  approved the  Offeror's contemplated  acquisition of  Sponda on
July 10, 2017.

The  completion of  the Tender  Offer is  still subject  to the  satisfaction or
waiver by the Offeror of the other conditions to completion set out in the terms
and  conditions of  the Tender  Offer, including,  among others, the reaching of
more  than a 90 percent shareholding in Sponda by the Offeror and the receipt of
a  completion clearance from  another regulatory authority.  The offer period of
the  Tender  Offer  expires  on  July  14, 2017, unless  it  will be extended in
accordance with the terms and conditions of the Tender Offer.

Sponda Plc


Sponda in brief:

Sponda is a property investment company specializing in commercial properties in
the  largest cities in Finland.  Sponda's business concept is  to own, lease and
develop retail and office properties and shopping centers into environments that
promote  the business  success of  its clients.  As at  March 31, 2017, the fair
value  of Sponda's investment  properties was approximately  EUR 3.8 billion and
the leasable area was approximately 1.2 million square meters.

www.sponda.fi/en

THIS  RELEASE MAY NOT BE RELEASED,  PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE
OR  IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.

THIS  RELEASE IS NOT A TENDER OFFER DOCUMENT  AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN
OFFER  TO SELL OR THE  SOLICITATION OF AN OFFER  TO BUY ANY SECURITIES DESCRIBED
HEREIN,  AND  IS  NOT  AN  EXTENSION  OF  THE  TENDER  OFFER,  IN CANADA, JAPAN,
AUSTRALIA,  SOUTH AFRICA OR  HONG KONG. INVESTORS  SHALL ACCEPT THE TENDER OFFER
FOR  THE SHARES ONLY ON THE BASIS OF  THE INFORMATION PROVIDED IN A TENDER OFFER
DOCUMENT.  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 TENDER OFFER DOCUMENT  OR REGISTRATION OR OTHER REQUIREMENTS WOULD
APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE  TENDER OFFER IS NOT  BEING MADE DIRECTLY OR  INDIRECTLY IN ANY JURISDICTION
WHERE  PROHIBITED  BY  APPLICABLE  LAW  AND,  WHEN  PUBLISHED,  THE TENDER OFFER
DOCUMENT  AND  RELATED  ACCEPTANCE  FORMS  WILL  NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED  OR  TRANSMITTED  INTO  OR  FROM  ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE  LAW. IN PARTICULAR, THE TENDER OFFER  IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY,  IN OR INTO, OR BY USE OF THE  POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY  (INCLUDING, WITHOUT LIMITATION,  FACSIMILE TRANSMISSION, TELEX,
TELEPHONE  OR ELECTRONIC  TRANSMISSION BY  WAY OF  THE INTERNET OR OTHERWISE) OF
INTERSTATE  OR FOREIGN COMMERCE  OF, OR ANY  FACILITIES OF A NATIONAL SECURITIES
EXCHANGE  OF, CANADA,  JAPAN, AUSTRALIA,  SOUTH AFRICA  OR HONG KONG. THE TENDER
OFFER  CANNOT BE  ACCEPTED, DIRECTLY  OR INDIRECTLY,  BY ANY  SUCH USE, MEANS OR
INSTRUMENTALITY  OR FROM WITHIN  CANADA, JAPAN, AUSTRALIA,  SOUTH AFRICA OR HONG
KONG.  NO HOLDER AND ANY PERSON ACTING FOR THE ACCOUNT OR BENEFIT OF A HOLDER IN
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG SHALL BE PERMITTED TO ACCEPT
THE TENDER OFFER.


Notice to Shareholders in the United States

U.S.  shareholders are  advised that  Sponda's shares  are not  listed on a U.S.
securities  exchange and  that Sponda  is not  subject to the periodic reporting
requirements  of  the  U.S.  Securities  Exchange  Act  of 1934, as amended (the
"Act"),  and is not  required to, and  does not, file  any reports with the U.S.
Securities and Exchange Commission (the "SEC") thereunder.

The  Tender Offer is made to Sponda's shareholders resident in the United States
on  the same  terms and  conditions as  those made  to all other shareholders of
Sponda to whom an offer is made. Any information documents, including the Tender
Offer  Document,  are  being  disseminated  to  U.S.  shareholders  on  a  basis
comparable  to the  method that  such documents  are provided  to Sponda's other
shareholders.

The  Tender  Offer  is  made  for  the  shares  in  Sponda,  a  Finnish company.
Information  distributed in connection with the Tender Offer and the combination
is subject to disclosure requirements of Finland, which are different from those
of  the United  States. The  financial information  included in this release has
been  prepared in accordance with accounting standards in Finland, which may not
be  comparable to  the financial  statements or  financial information of United
States companies.

It  may be difficult for  Sponda's shareholders to enforce  their rights and any
claim they may have arising under the federal securities laws, since the Offeror
and  Sponda are  located in  non-U.S. jurisdictions,  and some  or all  of their
respective  officers and directors  may be residents  of non-U.S. jurisdictions.
Sponda's  shareholders may  not be  able to  sue the  Offeror or Sponda or their
respective  officers or directors in a non-U.S. court for violations of the U.S.
securities  laws. It may be difficult to compel the Offeror and Sponda and their
respective affiliates to subject themselves to a U.S. court's judgment.

The Tender Offer is expected to be made in the United States pursuant to Section
14(e) and  Regulation  14E under  the  Act  as  a  "Tier  II"  tender offer, and
otherwise  in accordance with the requirements  of Finnish law. Accordingly, the
Tender  Offer will be  subject to disclosure  and other procedural requirements,
including  with  respect  to  withdrawal  rights,  offer  timetable,  settlement
procedures and timing of payments that are different from those applicable under
U.S. domestic tender offer procedures and law.

To  the extent permissible under applicable  law or regulations, the Offeror and
its  affiliates or brokers (acting as agents  for the Offeror or its affiliates,
as  applicable) may  from time  to time  after the  date hereof,  and other than
pursuant  to the  Tender Offer,  directly or  indirectly purchase  or arrange to
purchase,  shares of  Sponda, that  are the  subject of  the Tender Offer or any
securities  that are convertible into, exchangeable  for or exercisable for such
shares.  To  the  extent  information  about  such  purchases or arrangements to
purchase  is made public in Finland, such information will be disclosed by means
of  a  press  release  or  other  means  reasonably  calculated  to  inform U.S.
shareholders  of Sponda of such information. In addition, the financial advisors
to  the  Offeror  may  also  engage  in  ordinary  course  trading activities in
securities  of Sponda, which  may include purchases  or arrangements to purchase
such securities.

Neither  the  SEC  nor  any  U.S.  state  securities  commission has approved or
disapproved  the  Tender  Offer,  or  passed  any  comment  upon the adequacy or
completeness of the Tender Offer Document. Any representation to the contrary is
a criminal offence in the United States.

Disclaimers

UBS  Limited is authorized by the  Prudential Regulation Authority and regulated
by  the Financial Conduct  Authority and the  Prudential Regulation Authority in
the  United Kingdom. UBS Limited is acting as financial adviser to Sponda and no
one  else for the purpose of the consideration  of the Tender Offer and will not
be responsible to anyone other than Sponda for providing the protections offered
to  clients of UBS  Limited nor for  providing advice in  relation to the Tender
Offer.






[]