Norvestia - Company Announcement

CAPMAN PLC WILL COMMENCE THE VOLUNTARY PUBLIC EXCHANGE OFFER FOR ALL NORVESTIA OYJ'S SHARES AND SECURITIES ENTITLING TO SHARES ON 21 NOVEMBER 2016

Helsinki, Finland, 2016-11-18 19:10 CET (GLOBE NEWSWIRE) -- 

Norvestia Oyj           Stock Exchange Release      18 November 2016 at 20:10

This stock exchange release may not be published or distributed, in whole or in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. 

CAPMAN PLC WILL COMMENCE THE VOLUNTARY PUBLIC EXCHANGE OFFER FOR ALL NORVESTIA
OYJ'S SHARES AND SECURITIES ENTITLING TO SHARES ON 21 NOVEMBER 2016 

CapMan Plc (“CapMan”) has 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”), recommended by the Board of Directors of
Norvestia Oyj (“Norvestia”), to acquire Norvestia’s shares and securities
entitling to shares. Norvestia announced 3 November 2016 in a stock exchange
release CapMan’s voluntary public exchange offer and convened an Extraordinary
General Meeting to be held 8 December 2016 to resolve on the distribution of an
extra dividend to Norvestia’s shareholders before the completion of the
Exchange Offer. 

Pursuant to the stock exchange release published by CapMan today, the Finnish
Financial Supervisory Authority has today approved the tender offer document
relating to the Exchange Offer. According to CapMan’s stock exchange release
the acceptance period under the Exchange Offer will commence 21 November 2016
at 10:00 (Finnish time) and expire 16 December 2016 at 18:30 (Finnish time),
unless the acceptance period is extended pursuant to the terms and conditions
of the Exchange Offer. 

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

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: Stock exchange release of CapMan Plc 18 November 2016

CapMan Plc        Stock Exchange Release      18 November 2016 at 7.10 p.m. EET

CapMan Plc's exchange offer for all Norvestia's shares and securities entitling
to shares commences on 21 November 2016 - Offer document has been accepted, pro
forma financial information published 

This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in or into or to any person located or a resident
of 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. 

CapMan Plc ("CapMan" or the "Company") announced on 3 November 2016 regarding
its intention to acquire all Norvestia Plc's ("Norvestia") shares and
subsription rights which are not held by Norvestia Group or CapMan Group in a
public voluntary exchange offer ("Exchange Offer"). Norvestia's Board of
Directors recommends that Norvestia's shareholders accept the Exchange Offer.
The Financial Supervisory Authority has accepted the combined offer document
and listing prospectus. The offer period of the Exchange Offer commences on 21
November 2016 at 10.00 a.m. EET and ends on or about 16 December 2016 at 6.30
p.m. EET, unless the offer period is extended. CapMan has compiled unaudited
pro forma financial information for the year 2015 and for the first nine-month
period of 2016, which are attached to this stock exchange release as an
appendix together with the independent auditor's assurance report on the
compilation of pro forma financial information included in an offer document. 

In the Exchange Offer, CapMan offers six (6) new shares of the Company listed
on the official list of Nasdaq Helsinki Ltd for each Norvestia's share and four
(4) new shares of the Company listed on the official list of Nasdaq Helsinki
Ltd for each Subscription Right ("Offer Consideration"). The Offer
Consideration for each Subscription Right is based on the mechanism where a
holder of Subscription Rights is entitled to exchange every three (3)
Subscription Rights for two (2) shares in Norvestia. It was previously
announced that the Offer Consideration would be six (6) new shares of the
Company for each Subscription Right. In conjunction with the arrangement,
Norvestia's Board of Directors proposes to Norvestia's extraordinary general
meeting that an extraordinary dividend of € 3.35 per share be paid
("Extraordinary Dividend") conditional upon the conditions of the Exchange
Offer having been met or CapMan having waived the conditions that have not been
met, and the Extraordinary Dividend shall be paid to shareholders registered on
the record date of the dividend payment on Norvestia's shareholder register
maintained by Euroclear Finland. The record date of the dividend payment shall
be before the execution trades of Exchange If a holder of Subscription Rights
accepts the Exchange Offer based on the Subscription Rights, such holder is not
entitled to the Extraordinary Dividend. Before the Exchange Offer, CapMan holds
28.7 per cent of Norvestia's shares and votes granted by the shares. 

The new CapMan shares offered as the Offer Consideration are intended to be
issued in a directed share issue. CapMan's Board of Directors will propose that
CapMan's extraordinary general meeting to be convened on 8 December 2016 will
grant the Board of Directors with the necessary authorisation. As part of the
arrangement, all of CapMan's shareholders of A-shares have agreed to convert
their A-shares into B-shares in accordance with CapMan's Articles of
Association so that one (1) A-share corresponds to one (1) B-share and to
attend and vote at CapMan's extraordinary general meeting with all CapMan
shares held by them in favour of amending the Articles of Association so that
CapMan only has one share series. The share conversion and the vote in favour
of amending the Articles of Association are conditional to CapMan's
announcement that it will consummate the Exchange Offer. The changes to the
Articles of Association will be registered before the Exchange Offer is
consummated and following the consummation of the Exchange Offer, CapMan will
only have one share series. 

Norvestia's shareholders Sampo Plc (on behalf of Norvestia's shareholders
Mandatum Life Insurance Company Limited and Mutual Limited Liability Insurance
Company Kaleva), Mr Mikko Laakkonen, Mr Hannu Laakkonen and Mr Jukka Immonen,
who together with CapMan represent approx. 50.8 per cent of all shares and
votes in Norvestia prior to the Exchange Offer, have given an undertaking,
subject to certain conditions, to accept the Exchange Offer and vote in favour
of the Extraordinary Dividend at Norvestia's extraordinary general meeting. 

The offer period of the Exchange offer commences on 21 November 2016 at 10.00
a.m. EET and ends on or about 16 December 2016 at 6.30 p.m. EET, unless the
offer period is extended. The Financial Supervisory Authority has today
accepted the combined offer document and listing prospectus related to the
Exchange Offer. The complete terms and conditions of the Exchange Offer are
attached to this stock exchange release (Appendix 1). 

The offer document and listing prospectus (in Finnish) will be available online
at the addresses www.capman.com/exchange-offer and
www.summa.fi/capman-norvestia-vaihtotarjous/ before the offer period begins,
and at CapMan's headquarters at the address Korkeavuorenkatu 32, Helsinki, at
Summa Capital Markets' office at the address Salomonkatu 17 B, Helsinki, and at
the reception of Nasdaq Helsinki Oy at the address Fabianinkatu 14, Helsinki on
21 November 2016. 

The unaudited pro forma financial information published by CapMan together with
the independent auditor's assurance report on the compilation of pro forma
financial information included in an offer document are attached to this stock
exchange release (Appendices 2 and 3). 



CAPMAN PLC
BOARD OF DIRECTORS

For additional information, please contact:
Heikki Westerlund, CEO, CapMan Plc, tel. +358 50 559 6580

Distribution:

Nasdaq Helsinki
Principal media
www.capman.com



Appendix 1: Terms and Conditions of the Exchange Offer

Appendix 2: Unaudited pro forma financial information published by CapMan

Appendix 3: The independent auditor's assurance report on the compilation of
pro forma financial information included in an offer document 

CapMan
www.capman.com
www.capman.com/exchange-offer

CapMan is a leading Nordic investment and asset management company. For more
than 25 years, we have been developing companies and real estate and supporting
their sustainable growth. We are committed to understanding the needs of our
customers in an ever-changing market environment. Our objective is to provide
attractive returns and innovative solutions for our investors and value adding
services for professional investment partnerships, growth-oriented companies
and tenants. Our independent investment partnerships - Buyout, Real Estate,
Russia and Nest Capital - as well as our associated company Norvestia are
responsible for investment activities and value creation. CapMan's service
business offering includes fundraising advisory services, purchasing activities
and fund management services to both internal and external customers. CapMan
has 100 professionals and assets under management of €2.8 billion. 

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.

Liitteet:

Appendix 1 Terms of the voluntary Exchange Offer.pdf

Appendix 2 Pro Forma financial information.pdf

Appendix 3 Auditors report.pdf