Sponda - Company Announcement

Sponda’s rights offering successfully completed

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO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 24 March 2016, 9:00 am



Sponda’s rights offering successfully completed

The subscription period for Sponda Plc’s (“Sponda”) rights offering
(“Offering”) of EUR 220.8 million ended yesterday, on 23 March 2016. The
Offering was fully subscribed for. The preliminary results for the Offering
indicate that a total of approximately 19.4 million shares were subscribed for
in the Offering based on subscription rights, representing approximately 34.3%
of the approximately 56.6 million new shares offered (“Offer Shares”). Forum
Fastighets Ab (prior to the change of its company form Forum Fastighets Kb) has
committed to subscribe for any Offer Shares that remain unsubscribed for in the
Offering (the “Additional Subscription Commitment”). According to the
preliminary results, the subscription pursuant to the Additional Subscription
Commitment amounts to approximately 37.2 million Offer Shares, representing
approximately 65.7% of the Offer Shares. 

The Offer Shares will entitle their holders to full shareholder rights in
Sponda after the new shares have been registered with the Finnish Trade
Register and in Sponda’s shareholder register on or about 1 April 2016. The
Offer Shares will not entitle to the dividend, which will be paid on 1 April
2016 according to the decision of the Annual General Meeting held on 21 March
2016. 

Trading in the interim shares representing the Offer Shares, excluding such
Offer Shares that are subscribed for pursuant to the Additional Subscription
Commitment and which are not represented by interim shares, will commence on
Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) today, on 24 March 2016.
Interim shares will be combined with Sponda’s existing class of shares when the
Offer Shares, including those new shares that are subscribed for pursuant to
the Additional Subscription Commitment, have been registered with the Finnish
Trade Register, which is expected to occur on or about 1 April 2016. Trading in
the Offer Shares on the official list of Helsinki Stock Exchange together with
Sponda's existing shares will commence on or about 1 April 2016. 

Sponda will announce the final results of the Offering on or about 31 March
2016. 



Helsinki 24 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.