CapMan - Tender offer

CapMan acquires 28.7% of Norvestia's shares from Kaupthing

CapMan Plc Stock Exchange Release 12.5.2015 at 10.30 a.m.

CapMan acquires 28.7% of Norvestia's shares from Kaupthing

  * Norvestia becomes an associated company of CapMan as a result of the
    transaction.
  * In Norvestia CapMan sees growth opportunities in private equity especially
    related to minority investments based on active ownership.
  * The transaction does not change CapMan's earlier outlook estimate for 2015.
  * The transaction is executed in two phases: in addition to the 21.7% of
    Norvestia's shares acquired today, CapMan has the right and at Kaupthing's
    request an obligation to purchase 7.0% of Norvestia's shares outstanding
    from Kaupthing around October 2015. As a result, CapMan's ownership of
    Norvestia will amount to 28.7% after the transaction is finalised.



Norvestia Plc (Norvestia) is a listed investment company with approx. 5,500
shareholders. The company invests in listed shares both directly and indirectly,
credit instruments, private equity and other funds and makes minority
investments in unlisted companies."We perceive Norvestia as an interesting development opportunity and its
operations in minority investments as a strategic growth area for CapMan. This
transaction complements our current set of tools to participate in the growing
and increasingly diverse private equity market. We believe that the company's
strong balance sheet of approx. €160 million and evergreen structure are well-
suited for minority investments also in situations where the investment horizon
is longer than five years, which is typical for private equity. In our view, the
current allocation for private equity investments - approx. 9% - can be
increased significantly. The allocation can also be increased through selective
investments in private equity funds," comments Heikki Westerlund, CapMan's CEO.

CapMan's unaudited pro-forma balance sheet increases to approx. €160 million as
a result of the transaction. CapMan finances the transaction with €45 million in
long-term bank financing, taking advantage of the ample availability of
financing and low interest rates. Transaction fees amount to approx. €1 million
in total."This transaction also supports our objective to diversify and actively invest
from our balance sheet. The fair value change of the associated company is
booked according to IFRS 13§ in CapMan's income statement based on the change in
Norvestia's NAV," says Niko Haavisto, CapMan's CFO.

The details of the transaction

The transaction is executed in two phases. In the first phase, CapMan Plc
(CapMan) has today acquired 3,321,817 series B shares of Norvestia Plc from
Kaupthing h.f. (Kaupthing) at €10.09 per share, or €33.5 million in total. The
consideration is based on Norvestia's Net Asset Value (NAV). The acquired shares
represent 21.7% of Norvestia's total shares outstanding and 14.2% of votes.

CapMan and Kaupthing have today requested Norvestia to call an Extraordinary
General Meeting (EGM) to handle a proposal for the combination of the share
classes of Norvestia and a proposal for resolution on the number and election of
the members of Board of Directors by way of amending the Articles of
Association. If Kaupthing would not at the EGM support the combination of the
share classes or the election of the new board, CapMan may have the right to
rescind the sale and purchase of shares.



CapMan and Kaupthing will request Norvestia's EGM to resolve upon the
combination of Norvestia's two share series so that series A shares, which carry
10 votes per share, and series B shares, which carry one vote per share, will be
combined to form a single series. The request specifies that Norvestia's series
A shareholders will not be compensated for the conversion. All series A shares
are owned by Kaupthing. Following the combination of share series, every
Norvestia share has one vote and equal rights.

In the second phase of the transaction, the parties of the transaction have
agreed that CapMan has the right and at Kaupthing's request an obligation to
purchase an additional 7.0% of Norvestia's shares outstanding, or 1,072,159
shares, from Kaupthing around October 2015 based on a predetermined purchase
price. CapMan owns 28.7% and Kaupthing 4.0% of Norvestia's shares and votes
following the second phase of the transaction and the combination of the share
series.

The parties of the transaction have noted that the change in Norvestia's
ownership should be reflected in the composition of its Board of Directors.
CapMan proposes to Norvestia's EGM that Georg Ehrnrooth, Marika af Enehjelm,
Niko Haavisto, Hannu Syrjänen and Heikki Westerlund will be chosen as members of
the Board of Directors and that Heikki Westerlund will be chosen as the chairman
and Hannu Syrjänen as the vice chairman.

Heikki Westerlund continues: "As an active anchor owner we can provide many
positive suggestions to develop the company. The combination of share series,
the facilitation of private equity investments and a review of the capital
structure are only some examples. Norvestia's minority investments complement
CapMan's existing investment operations and do not compete with them. We have
seen many interesting potential investments during the last few years that do
not fit with the investment strategy of our existing majority investment focused
private equity funds. Typically these companies are entrepreneurial and
extremely growth focused family businesses."

Kaupthing is an Icelandic bank controlled by a court ordered winding-up
committee, which manages and realises the assets of Kaupthing on behalf of its
creditors. Kaupthing acquired a third of Norvestia's outstanding shares in 2003
and has been the company's largest shareholder since.

Press and analyst conference

CapMan will host a press and analyst conference today on 12 May 2015 at 12.00
p.m. at CapMan's head office in Helsinki (Korkeavuorenkatu 32).



For more information, please contact:

Heikki Westerlund, CEO of CapMan Plc and Senior Partner, tel. +358 207 207 504
Niko Haavisto, CFO of CapMan Plc, tel. +358 207 207 583

CapMan www.capman.com

CapMan is one of the European leaders in the private equity industry. 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. We 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 Credit -
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 private equity professionals and assets under management of €3.0 billion.
CapMan's series B shares are listed on the Helsinki Stock Exchange since
2001.

Norvestia www.norvestia.fi

Norvestia Oyj is a publicly listed investment company. Norvestia Group mainly
invests in Nordic shares, equity funds, hedge funds, bonds, in the money market
and in industrial investments. The company was founded in 1984 and its series B
shares are listed on the Helsinki Stock Exchange since 1985.




[HUG#1920806]