Orava Asuntorahasto Oyj - Other information disclosed according to the rules of the Exchange

The Board of Directors of Orava Residential REIT has received from Elite Varainhoito Oyj an indicative offer for converting Orava Residential REIT into a non-UCITS fund

 Orava Residential REIT plc

Stock exchange release 20 September at 1:45 p.m.

 

 

The Board of Directors of Orava Residential REIT has received from Elite Varainhoito Oyj an indicative offer for converting Orava Residential REIT into a non-UCITS fund

 

NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH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

 

The Board of Directors of Orava Residential REIT (“Orava Residential REIT”) has received from Elite Varainhoito Oyj (“Elite”) an indicative offer for converting Orava Residential REIT into a non-UCITS fund managed by Elite. 

The main points of the indicative offer made by Elite are as follows:

• Elite proposes that the Board of Directors of Orava Residential REIT would decide to transfer the housing portfolio as it currently stands, including its assets and liabilities as investment in kind to the non-UCITS fund to be established for the arrangement (“the Fund”) and to be managed by a subsidiary of Elite. When required, Elite is also prepared to rearrange the financing of Orava Residential REIT.
• When implemented, the arrangement proposed by Elite would have the outcome that shareholders would receive approximately 92% of the net value of the current housing portfolio of Orava Residential REIT. In the transfer, the fair value of the housing portfolio would be determined using the transaction value method by at least two real estate valuer approved by the Finland Chamber of Commerce. The estimate of 92% is based on a preliminary calculation of the taxes and expenses resulting from the arrangement.
• Elite proposes that the company's Board of Directors would convene a general meeting of shareholders to decide on de-listing and dissolution of the company (a resolution requiring a two-thirds majority). If the company is dissolved, the shareholders of Orava would receive units in the Fund pro-rata to their shareholdings so that a shareholder of Orava Residential REIT could continue as a residential investor in the new liquid non-UCITS fund redeemable in accordance with the Fund’s rules.
• The indicative offer is subject to Elite receiving the required permits and approvals from public authorities.

The independent members of the Board of Directors of Orava Residential REIT are investigating the profitability and feasibility of Elite's indicative offer together with a financial and legal adviser while the independent members of the Board of Directors of Orava Residential REIT are also continuing to survey possible competing offers and other alternatives as well as development of the independent operations of Orava Residential REIT in order to achieve the best possible outcome for all shareholders.

 

Helsinki, 20 September 2017

 

Orava Residential REIT plc

Board of Directors

 

 

Additional information:

Deputy Chairman of the Board Patrik Hertsberg, tel. +358 50 555 0185

 

Disclaimer

The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration of such shares, exemption from registration requirement or any other qualification under the securities laws of such jurisdictions. This release is not a tender offer document and as such does not constitute an offer or invitation to make a sales offer.

The content of this release must not be published or distributed, directly or indirectly, in whole or in part, in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States. This release does not constitute an offer to sell or a solicitation of an offer to buy securities in the United States, and the securities must not be offered or sold, directly or indirectly, in or into the United States, except in accordance with the registration requirements of the Securities Act of 1933 (as amended) or an exemption therefrom. The distribution of this release and offering or selling of shares possibly offered may be restricted in certain jurisdictions. The company is not liable for obtaining appropriate information on such restrictions or for compliance with them. The company disclaims all legal responsibility for violation of such restrictions.