Sponda - Company Announcement

Sponda Plc publishes the Finnish language prospectus regarding the rights offering

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO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

Sponda Plc  Stock Exchange Release 3 March 2016, [18:30]

Sponda Plc publishes the Finnish language prospectus regarding the rights
offering 

The Board of Directors of Sponda Plc (”Sponda” or the ”Company”) has on 29
February 2016, based on the authorization granted by the Extraordinary General
Meeting on 29 February 2016, resolved on a rights offering (the “Offering”) of
EUR 220.8 million. 

The Finnish Financial Supervisory Authority has today, 3 March 2016, approved
the Company’s Finnish language prospectus (the “Prospectus”) relating to the
Offering, whereby Sponda will offer at maximum 56,615,092 new shares ("Offer
Shares") in accordance with the shareholders' pre-emptive subscription right.
The terms and conditions of the Offering were published in a separate stock
exchange release on 29 February 2016. 

The subscription period of the Offering will commence on 7 March 2016 at 9:30
am (Finnish time) and expire on 23 March 2016 at 4:30 pm (Finnish time). The
subscription rights are freely transferable and will be subject to public
trading on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) between 7 March
2016 and 17 March 2016. 

The Finnish language prospectus will be available at latest on 4 March 2016 on
Sponda's website at investors.sponda.fi/rightsoffering2016 and approximately on
7 March 2016 at the Company's headquarter at Korkeavuorenkatu 45, 00130
Helsinki. In addition, the Finnish language prospectus will be available on 4
March 2016 on Danske Bank’s website at danskebank.fi/sijoittajaesitteet and
approximately on 7 March 2016 at Danske Bank's offices in Finland and at
Helsinki Stock Exchange at Fabianinkatu 14, 00100 Helsinki. 

The subscription price for the Offer Shares in the Offering is EUR 3.90 per
Offer Share, which is 4.3 per cent higher than the closing price of EUR 3.74 of
Sponda’s share on 2 March 2016, the day preceding the date of the Prospectus.
As the subscription price is higher than the share price, there is no guarantee
that an active trading market for the subscription rights will develop or that
the subscription rights would therefore have value. 

Helsinki 3 March 2016
Sponda Plc

Additional information: Kari Inkinen, President and CEO, tel. +358 20 431 3311



DISCLAIMER

The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa, Singapore or the United States. The issue, exercise or
sales of securities in the Offering are subject to specific legal or regulatory
restrictions in certain jurisdictions. The Company assumes no responsibility in
the event there is a violation by any person of such restrictions. 

The information contained herein shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors
must neither accept any offer for, nor acquire, any securities to which this
document refers, unless they do so on the basis of the information contained in
the applicable prospectus published by the Company. 

These written materials do not constitute an offer for sale of securities in
the United States, nor may the securities be offered or sold in the United
States absent registration or an exemption from registration under the U.S.
Securities Act of 1933, as amended, and the rules and regulations thereunder.
There is no intention to register any portion of the Offering in the United
States or to conduct a public offering of securities in the United States. 

The Company has not authorised any offer to the public of securities in any
member state of the European Economic Area other than Finland. With respect to
each member state of the European Economic Area other than Finland which has
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member
States (a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression "an offer of securities to the public" means the communication in
any form and by any means of sufficient information on the terms of the offer
and the securities to be offered so as to enable an investor to decide to
exercise, purchase or subscribe the securities, as the same may be varied by
any measure implementing the Prospectus Directive in that Relevant Member
State, and the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression “2010 PD
Amending Directive” means Directive 2010/73/EU. 

The information contained herein shall not constitute a public offering of
shares in the United Kingdom. This document is only being distributed to and is
only directed at (i) persons who are outside the United Kingdom or (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii)
high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2) of the Order (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this document relates will be only available to, and will be engaged in
only with, relevant persons. Any person who is not a relevant person should not
act or rely on this document or any of its contents. 

The information contained in this document is for background purposes only and
does not purport to be full or complete. No reliance may or should be placed by
any person for any purposes whatsoever on the information contained in this
document or on its completeness, accuracy or fairness. The information in this
document is subject to change. 

This document contains certain forward-looking statements. These
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to these
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward-looking statements, which speak only as at the date of this
document. The Company disclaims any obligation to update any forward-looking
statements contained in this document, except as required pursuant to
applicable law.