Norvestia - Tender offer

CAPMAN PLC HAS ANNOUNCED THE FINAL RESULT OF THE SUBSEQUENT OFFER PERIOD OF THE EXCHANGE OFFER, SHARE ISSUE AND COMMENCING OF REDEMPTION PROCEEDINGS

Helsinki, Finland, 2017-01-11 15:20 CET (GLOBE NEWSWIRE) -- 

Norvestia Oyj           Stock Exchange Release  11 January 2017 at 16:20

This stock exchange release may not be published or distributed, in whole or in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

CAPMAN PLC HAS ANNOUNCED THE FINAL RESULT OF THE SUBSEQUENT OFFER PERIOD OF THE
EXCHANGE OFFER, SHARE ISSUE AND COMMENCING OF REDEMPTION PROCEEDINGS 

CapMan Plc (“CapMan”) has today, 11 January 2017 announced that, according to
the final result of acceptances received during the subsequent offer period of
the voluntary public exchange offer for Norvestia Oyj’s (“Norvestia”) shares
and subscription rights (“Exchange Offer), CapMan’s share of Norvestia’s shares
grew by approx. 1.8 percentage points. Together with Norvestia’s shares
previously owned by CapMan these represent approx. 92.5 per cent of all
Norvestia’s shares and votes. No subscription rights have been used to accept
the Exchange Offer. The subsequent offer period of the Exchange Offer ended 9
January 2017. 

CapMan has also announced that CapMan’s Board of Directors has resolved to
issue 1,041,456 new CapMan shares as consideration to those Norvestia’s
shareholders, who accepted the Exchange Offer during the subsequent offer
period between 4 and 9 January 2017. The completion trades of the shares of
these Norvestia shareholders shall be made in accordance with the terms and
conditions of the Exchange Offer on or about 12 January 2017, following which
CapMan’s ownership in Norvestia increases to 92.5 per cent. The new CapMan
shares provided as offer consideration are registered in the Trade Register and
booked to the book-entry accounts of those Norvestia’s shareholders, who have
validly accepted the Exchange Offer, on or about 12 January 2017. According to
CapMan, the new shares represent approx. 0.7 per cent of the share capital and
votes in CapMan following the completion of the share issue. CapMan will apply
for the new shares to be listed on the main list of Nasdaq Helsinki Ltd with
trading to commence on or about 13 January 2017. 

CapMan has also announced that CapMan’s ownership of Norvestia’s issued and
outstanding shares has exceeded 90 per cent and CapMan will commence the
mandatory redemption proceedings of all Norvestia’s shares held by minority
shareholders in accordance with the Finnish Limited Liability Companies Act.
CapMan has today on 11 January 2017 decided that it will submit an application
to the Redemption Committee of the Finnish Central Chamber of Commerce to
commence arbitration proceedings once CapMan has received all the Norvestia
shares accepted during the subsequent offer period. The development of the
redemption proceedings will be announced separately. 

Helsinki, 11 January 2017

NORVESTIA OYJ

Board of Directors

Additional information: Juha Kasanen, Managing Director, tel. +358 9 6226 380

Distribution:
Nasdaq Helsinki
Main media
www.norvestia.fi



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.