Sponda - Company Announcement

Sponda is planning an issuance of a new hybrid bond and announces a tender offer for its outstanding hybrid bond

Sponda Plc            Stock Exchange Release 21 November 2012, 12.00



Sponda is planning an issuance of a new hybrid bond and announces a tender
offer for its outstanding hybrid bond 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA OR JAPAN OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. 

Sponda Plc is considering issuance of a new hybrid bond (“new issue”). The
potential new issue is expected to be launched in the near future subject to
market conditions. The size of the contemplated new issue is approximately EUR
90 million. 

At the same time, Sponda Plc hereby announces an invitation to holders of its
outstanding EUR 130 million Capital Securities (“hybrid bond”) issued in 2008
to tender their holdings for cash (the “Offer”). The Offer is made on the terms
and subject to the conditions set out in the Tender Offer Memorandum dated 21
November 2012 (the “Tender Offer Memorandum”). The Offer is being made up to
the amount equal to the size of the contemplated new issue. 

The purchase price for the outstanding hybrid bond will be 102 percent of the
nominal amount of such notes. The Offer is due to expire at 4.00 pm EET on 29
November 2012. The settlement date is expected to be 5 December 2012. The
tender offer is subject to the successful completion of the new issue. The outstanding hybrid bond was issued in June 2008, and Sponda may exercise an
early redemption option in June 2013. 

A hybrid bond is an instrument which is subordinated to the company's other
debt obligations and which is treated as equity in the IFRS financial
statements. The hybrid bond does not confer to its holders the rights of a
shareholder and does not dilute the holdings of the current shareholders. 

Nordea Markets is acting as the exclusive dealer manager and tender agent for
the Tender Offer and bookrunner for the potential new issue. Castrén & Snellman
Attorneys Ltd acts as legal advisor to Sponda. 

Sponda Plc

Kari Inkinen
President and CEO



Further Information: Kari Inkinen, President and CEO, Tel. No. +358 400 402 653







Distribution:

NASDAQ OMX Helsinki Ltd
Main Media
www.sponda.fi



Sponda Plc is a property investment company specializing in commercial
properties in the largest cities in Finland and Russia. Sponda's business
concept is to own, lease and develop office, retail and logistics properties
into environments that promote the business success of its clients. The fair
value of Sponda's investment properties is approximately EUR 3.2 billion and
the leasable area is around 1.5 million m². 



This release is for informational purposes only and is not to be construed as
an offer to purchase or sell or a solicitation of an offer to purchase or sell
with respect to any hybrid bonds. The distribution of this release and the
related material concerning the issuance of the new hybrid bond and the
invitation to tender the outstanding hybrid bond are prohibited by law in
certain countries. The new hybrid bonds are not being offered and the tender
offer for the outstanding hybrid bonds is not made to the public either inside
or outside of Finland. Persons resident outside of Finland may receive this
release and the related hybrid bond documentation only in compliance with
applicable exemptions or restrictions. Persons into whose possession this
release and the related hybrid bond documentation may come are required to
inform themselves about and comply with such restrictions. This release and the
related hybrid bond documentation may not be distributed or published in any
country or jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction or would require actions under the laws of a
state or jurisdiction other than Finland, including the United States, Canada,
Australia, Hong Kong, South Africa and Japan. The information contained herein
shall not constitute an offer to sell or tender, or a solicitation of an offer
to buy or sell the Issuer's hybrid bonds to any persons in any jurisdiction in
which such offer, solicitation or sale or tender would be unlawful. Sponda's
representatives assume no legal responsibility for such violations, regardless
of whether the parties contemplating investing in or divesting the Issuer's
hybrid bonds are aware of these restrictions or not. Sponda's hybrid bonds have
not been and will not be registered under the US Securities Act of 1933, nor
under any securities legislation of any state in the United States, and they
may not be offered, sold, resold delivered, distributed, bought or transferred
in the United States or to US citizens or on behalf of US citizens, except
pursuant to an exemption from the registration requirements of the Securities
Act of 1933 and any applicable state law legislation.