Sponda - Tender offer

POLAR BIDCO S.À R.L. COMMENCES THE VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES IN SPONDA PLC ON JUNE 13, 2017

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
                                       June 12, 2017 at 14.22


POLAR BIDCO S.À R.L. COMMENCES THE VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR
ALL SHARES IN SPONDA PLC ON JUNE 13, 2017

As  announced earlier on  June 5, 2017, 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"), and Sponda Plc
("Sponda")  have  on  June  5, 2017 entered  into  a  combination agreement (the
"Combination  Agreement") pursuant  to which  the Offeror  will make a voluntary
recommended public tender offer to purchase all issued and outstanding shares in
Sponda (the "Tender Offer").

Pursuant  to the release  of the Offeror  published today, the Finnish Financial
Supervisory  Authority has on  June 12, 2017 approved the  tender offer document
relating  to the  Tender Offer  (the "Tender  Offer Document").  Pursuant to the
release  of the Offeror published  today, the offer period  for the Tender Offer
will  commence on June  13, 2017 at 9:30 a.m. (Finnish  time) and expire on July
14, 2017 at 4:00 p.m. (Finnish time), unless the offer period is extended or any
extended offer period is discontinued (the "Offer Period"). The Offeror reserves
the  right to extend the  Offer Period at any  time in accordance with the terms
and conditions of the Tender Offer.

Pursuant  to the  release of  the Offeror  published today, the Finnish language
version  of  the  Tender  Offer  Document  will  be available on the internet at
www.nordea.fi/osakkeet and http://sijoittajat.sponda.fi/fi-FI/tender-offer as of
June  12, 2017. The English  language translation  of the  Tender Offer Document
will    be   available   on   the   internet   at   www.nordea.fi/equities   and
http://sijoittajat.sponda.fi/en/tender-offer as of June 12, 2017.

The  release of the Offeror referred to above, including also the detailed terms
and  conditions of the Tender Offer is attached in its entirety as Appendix 1 to
this stock exchange release.

Sponda Plc

Further information

Kari Inkinen, President and CEO, tel. +358 400 40 2653


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.

Appendix 1




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Attachments:

Polar Bidco - Commencement release ENG (7745305_1).PDF