Norvestia - Company Announcement

FINAL RESULT OF CAPMAN PLC’S EXCHANGE OFFER

Helsinki, Finland, 2016-12-20 13:40 CET (GLOBE NEWSWIRE) -- 

Norvestia Oyj           Stock Exchange Release  20 December 2016 at 14:40

This stock exchange release may not be published or distributed, in whole or in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

FINAL RESULT OF CAPMAN PLC’S EXCHANGE OFFER

CapMan Plc (“CapMan”) has 3 November 2016 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”) to acquire all Norvestia
Oyj’s (“Norvestia”) shares and securities entitling to shares. 

The offer period of the Exchange Offer ended 16 December at 18:30 and CapMan
announced 19 December 2016 that it will complete the Exchange Offer. CapMan
announced today the final result of the Exchange Offer, according to which the
shares offered in the Exchange Offer represent approximately 62.0 per cent of
all the shares and votes in Norvestia, which together with the Norvestia shares
owned by CapMan represent 90.6 per cent of all shares and votes in Norvestia. 

CapMan announced also that it will complete the Exchange Offer according to its
terms and conditions on or about 22 December 2016. The new shares in CapMan
issued in the Exchange Offer will be delivered to the book-entry accounts of
Norvestia shareholders, who have validly accepted the Exchange Offer, on or
about 27 December 2016 and the trading in the new shares in CapMan is expected
to commence on the main list of Nasdaq Helsinki Ltd. on or about 28 November
2016. 

CapMan announced that it has decided to continue the subsequent offer period
until on or about 9 January 2017. The Exchange Offer is accepted as described
in its terms and conditions, and acceptances made during the subsequent offer
period are in general irrevocable according to the terms and conditions. 

CapMan also announced that it will commence the redemption proceedings as
referred to in Chapter 18 of the Securities Market Act to acquire the remaining
minority shares in Norvestia as CapMan’s ownership exceeds 90 per cent of all
shares and votes in Norvestia following the settlement of the completion trades
of shares already accepted in the Exchange Offer. 

CapMan’s stock exchange release in its entirety is attached as an Appendix to
this stock exchange release. 

Helsinki, 20 December 2016

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: CapMan Plc’s stock exchange release 20 December 2016

CapMan Plc  Stock Exchange Release              20 December 2016 at 2.00 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. 

CapMan Plc confirms the final result of the exchange offer for Norvestia Oyj's
shares and subscription rights and continues the Subsequent offer period until
9 January 2017 

According to the final result of CapMan Plc's ("CapMan" or the "Company")
voluntary public exchange offer for Norvestia Oyj's ("Norvestia") shares and
subscription rights ("Exchange Offer"), the shares of shareholders who have
accepted the Exchange Offer together with Norvestia's shares owned by CapMan
represent approx. 90.6 per cent of all Norvestia's shares and votes. The shares
of shareholders who have accepted the Exchange Offer represent approx. 62.0 per
cent of all Norvestia's shares and votes. No subscription rights have been used
to accept the Exchange Offer. The offer period of the Exchange Offer ended on
16 December 2016 and CapMan announced on 19 December 2016 that it will
consummate the Exchange Offer in accordance with its terms and conditions
around 22 December 2016, after which CapMan's ownership in Norvestia rises to
90.6 per cent. The new CapMan shares offered as Offer Consideration are booked
to the book entry accounts of those Norvestia's shareholders, who have validly
accepted the Exchange Offer, around 27 December 2016. 

"We reached our objective for the Exchange Offer as our ownership will exceed
90 per cent. We are pleased that Norvestia's shareholders widely accepted the
offer. However, we want to extend the opportunity to become shareholders in
CapMan also to those who missed the chance to accept the Exchange Offer during
the actual offer period," says Heikki Westerlund, CapMan's CEO. 

CapMan has decided to continue the Subsequent offer period until around 9
January 2017. The Exchange Offer is accepted as described in its terms and
conditions and acceptances made during the Subsequent offer period are in
general irrevocable according to the terms and conditions. The trades for
shares that have been accepted during the Subsequent offer period are executed
every two weeks and after the end of the Subsequent offer period. As such,
CapMan announces the preliminary amount of validly, by 3 January 2017 and 9
January 2017, tendered Norvestia's shares around the first banking day
following the end of each acceptance period, and the final amount around the
second banking day following the end of each acceptance period. The trades are
executed around the second banking day following the end of each acceptance
period. The new CapMan shares offered as Offer Consideration are registered in
the Trade Register and booked to the book entry accounts of those Norvestia's
shareholders, who have accepted the offer, around four banking days following
the end of each acceptance period. The combined offer document and listing
prospectus, which is available on www.capman.com/exchange-offer and
www.summa.fi/capman-norvestia-vaihtotarjous/, includes the complete terms and
conditions of the Exchange Offer. 

As CapMan's ownership exceeds 90 per cent of all shares and votes in Norvestia
following the settlement of execution trades of shares already accepted in the
Exchange Offer, CapMan will commence the redemption proceedings as referred to
in Chapter 18 of the Securities Market Act to acquire the remaining minority
shares in Norvestia. CapMan will announce in more detail when such proceedings
are initiated, around the beginning of 2017, the latest. 

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.