CapMan - Tender offer

Preliminary result of CapMan Plc's exchange offer to Norvestia Oyj's shareholders and holders of subscription rights is 90.3 per cent of all Norvestia's shares

CapMan Stock Exchange Release                               19 December 2016 at
3.00 p.m. EET

This stock exchange release may not be published or distributed, in whole or in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

Preliminary result of CapMan Plc's exchange offer to Norvestia Oyj's
shareholders and holders of subscription rights is 90.3 per cent of all
Norvestia's shares

CapMan Plc ("CapMan" or the "Company") announced a voluntary public exchange
offer for Norvestia Oyj's ("Norvestia") shares and securities entitling to
shares ("Exchange Offer") on 3 November 2016. The offer period ended on 16
December 2016 and CapMan has today confirmed the Exchange Offer based on the
preliminary result.

According to the preliminary information regarding approvals received by 16
December 2016, the shares offered in the Exchange Offer together with
Norvestia's shares owned by CapMan represent approx. 90.3 per cent of all
Norvestia's shares and votes. The shares tendered in the Exchange Offer
represent approx. 61.7 per cent of all Norvestia's shares and votes. The final
result of the Exchange Offer will be confirmed and announced around 20 December
2016.

As all the conditions to the completion of the Exchange Offer have been
fulfilled, the Exchange Offer becomes unconditional and CapMan will consummate
it in accordance with its terms and conditions.

The Exchange Offer is implemented around 22 December 2016 and the offer
consideration is performed by issuing new shares in CapMan around 22 December
2016. The new shares are registered in the Trade Register around 27 December
2016. CapMan will apply for the shares to be quoted on the main list of Nasdaq
Helsinki Oy around 28 December 2016. CapMan will begin the subsequent offer
period and continue it until around 9 January 2017 in accordance with the terms
and conditions of the Exchange Offer. CapMan will provide a more detailed
announcement in conjunction with the announcement of the final results around
20 December 2016.

As part of the arrangements concerning the Exchange Offer, CapMan's series A
shares are converted into series B shares at 1:1 and the Articles of Association
are amended in line with the resolution of the extraordinary general meeting
held on 8 December 2016 so that CapMan only has one share series and the
Company's shares generate one (1) vote per share and equal rights to a dividend
and other distributions to shareholders made by the Company. After the
conversion, CapMan has 86,345,937 shares and 86,345,937 votes. The conversion of
series A shares and the amendment of the Articles of Association are registered
in the Trade Register around 20 December 2016.

The Company will apply for the converted 5,750,000 shares to be quoted on the
main list of Nasdaq Helsinki Oy and trading is expected to begin around 21
December 2016. Simultaneously the trading code of CapMan's share changes to
CAPMAN.

In connection with the Exchange Offer, Norvestia's extraordinary general meeting
held on 8 December 2016 resolved on the distribution of an extraordinary
dividend on the condition that all conditions of the Exchange Offer are
fulfilled (or their fulfilment has been waived) and that the dividend record
date is before the completion trades of the Exchange Offer. Norvestia's Board of
Directors resolves, if all abovementioned terms and conditions are fulfilled and
according to them, on the exact record date and the dividend payment date and
other required measures. The intention is that the record date would be,
according to the schedule for the completion of the voluntary exchange offer,
two (2) banking days after all conditions of the Exchange Offer are fulfilled
(or their fulfilment has been waived). Before the Board of Directors implements
the resolution of the general meeting, the Board of Directors must, in
accordance with the Finnish Companies Act, assess whether the company's solvency
and/or financial position has changed after the resolution of the general
meeting so that the requirements for dividend distribution in the Finnish
Companies Act are no longer fulfilled. It is a prerequisite for the
implementation of the resolution of the general meeting that the requirements in
the Finnish Companies Act are fulfilled.



CAPMAN PLC
BOARD OF DIRECTORS



Additional information:
Heikki Westerlund, CEO, CapMan Plc, tel. +358 50 559 6580



Distribution:

NASDAQ Helsinki Ltd
Principal media
www.capman.com



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. 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.


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