Sponda - Company Announcement

Sponda Plc gives additional information on the contemplated rights offering and financing of the Forum acquisition

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO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 19 February 2016 at 9:50 am



Sponda Plc gives additional information on the contemplated rights offering and
financing of the Forum acquisition 



The Board of Directors of Sponda Plc ("Sponda" or "company") has proposed to
the Extraordinary General Meeting to be convened on 29 February 2016 that the
Board of Directors would be authorised to resolve on an issue of at maximum
80,000,000 shares by way of a rights offering. 

The Board of Directors gives the following additional information on the
contemplated rights offering and financing of the Forum acquisition: 

The company plans to raise approximately 220 million euro in the contemplated
rights offering. 

On 4 February 2016, Sponda announced the acquisition of the shares in Ab
Mercator Oy, which owns in total six prime-properties in the Forum block, and
the shares in Ab Forum Capital Oy, which manages the properties in question.
Sponda will finance the acquisition with its existing cash funds and a
short-term bridge loan of EUR 325 million. With the funds raised in the
contemplated rights offering, the company aims to restore the capital structure
and equity ratio level preceding the acquisition. The company intends to use
the net proceeds from contemplated rights offering to the repayment of the
bridge loan raised for the acquisition of the Forum properties. 

The company has today signed an agreement relating to the above mentioned 325
million euro financing arrangement with Danske Bank A/S, Helsinki Branch. The
loan will be drawn down for six months at most. The loan is unsecured and
material terms and conditions are similar to the terms and conditions of other
financing agreements of the company. 

Further, the company has until today received an irrevocable subscription
commitment from Forum Fastighets Kb in respect of the contemplated rights
offering. Pursuant to the commitment Forum Fastighets Kb undertakes to
subscribe for all new shares offered but unsubscribed for in the rights
offering. The commitment is conditional on, among other things, the
subscription price being at maximum 3.90 per new share and the number of new
shares to be subscribed being at maximum 57,000,000. The Board of Directors
will resolve on the possible acceptance of the subscription commitment if the
rights offering is arranged. 

The contemplated rights offering can be arranged only if the Extraordinary
General Meeting authorises the Board of Directors to resolve on the rights
offering and if, after receiving such authorisation, the Board of Directors
resolves on the rights offering and its terms and conditions, including the
subscription price of the new shares. 

Sponda expects that the acquisition will be concluded by the end of February
2016, once the standard conditions for acquisitions are satisfied. The
completion of the acquisition is not conditional on the realisation of the
rights offering. 

Danske Bank A/S, Helsinki Branch will act as the Sole Global Coordinator of the
contemplated rights offering is and Krogerus Attorneys Ltd acts as the legal
adviser to Sponda. Castrén & Snellman Attorneys Ltd acts as the legal adviser
to the Lead Arranger. 



Helsinki 19 February 2016



SPONDA PLC

Board of Directors




Additional information: Kari Inkinen, President and CEO, tel. +358 20 431 3311
or +358 400 402 653 



Sponda Plc is a property investment company specializing in commercial
properties in the largest cities in Finland. Sponda's business concept is to
own, lease and develop retail and office properties and shopping centres into
environments that promote the business success of its clients. The fair value
of Sponda's investment properties is approximately EUR 3.1 billion and the
leasable area is around 1.2 million m². 





DISCLAIMER

The information contained herein is not for publication or distribution,
directly or indirectly, in or into Australia, Canada, Hong Kong, 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. No public
offer or invitation to acquire securities of the company is being made by or in
connection with this release. Any such offer will be made solely by means of an
offering circular once it has been approved by the Finnish Financial
Supervisory Authority and published in accordance with the law, and any
supplement thereto. 

This announcement does 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 announcement or any of its contents. 

The information contained in this announcement 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 announcement or on its completeness, accuracy or fairness. The
information in this announcement is subject to change. Any subscription for
securities should be made solely on the basis of the information contained in
the offering circular to be issued by the company in due course. 

This announcement 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
announcement. The company disclaims any obligation to update any
forward-looking statements contained in this announcement, except as required
pursuant to applicable law.