Norvestia - Company Announcement

THE BOARD OF DIRECTORS NORVESTIA OYJ SUPPLEMENTS ITS STATEMENT CONCERNING THE VOLUNTARY EXCHANGE OFFER BY CAPMAN PLC AND MAINTAINS ITS RECOMMENDATION

Helsinki, Finland, 2016-12-07 09:15 CET (GLOBE NEWSWIRE) -- Norvestia Oyj      
    Stock Exchange Release    7 December 2016 at 10:15 

This stock exchange release may not be published or distributed, in whole or in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

THE BOARD OF DIRECTORS OF NORVESTIA OYJ SUPPLEMENTS ITS STATEMENT CONCERNING
THE VOLUNTARY EXCHANGE OFFER BY CAPMAN PLC AND MAINTAINS ITS RECOMMENDATION 

Norvestia Oyj (“Norvestia”) announced 3 November 2016 that CapMan Plc
(“CapMan”) had 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. In the Exchange Offer, CapMan offers
as a share consideration six (6) new shares of CapMan for each validly tendered
Norvestia share. Norvestia also published 3 November 2016 a notice to an
Extraordinary General Meeting to be held 8 December 2016 to resolve on the
distribution of an extra dividend of EUR 3.35 per share to Norvestia’s
shareholders before the completion of the Exchange Offer. CapMan commenced the
Exchange Offer 21 November 2016 and the offer period of the Exchange Offer is
initially intended to expire 16 December 2016. 

Norvestia has today, 7 December 2016, announced as a stock exchange release the
Net Asset Value of Norvestia as of 30 November 2016. Based on the updated
calculation, the Net Asset Value of Norvestia as of 30 November 2016 was EUR
174.3 million (or EUR 11.38 per share) (EUR 169.8 million (or EUR 11.09 per
share) as at 30 September 2016). The Net Asset Value of Norvestia as at 30
November 2016 is thus EUR 4.5 million (or EUR 0.29 per share), i.e. 2.6 per
cent, higher than the Net Asset Value as at 30 September 2016. Norvestia
announces its Net Asset Value regularly in its interim reports. The
announcement of calculations as of 30 November 2016 related to the changes in
the value of Norvestia’s growth equity investments. Considering the ongoing
Exchange Offer, the Board of Directors of Norvestia in its entirety has deemed
the announcement of the updated Net Asset Value necessary with the view of all
Norvestia shareholders having access to as up-to-date information as possible
when evaluating the Exchange Offer. 

Norvestia’s Board of Directors has, in the composition mentioned below, 18
November 2016 issued a statement concerning the Exchange Offer within the
meaning of Section 13 of Chapter 11 of the Securities Markets Act. The
statement is attached in its entirety as an Appendix to this stock exchange
release. In the statement, Norvestia’s Board of Directors unanimously
recommended that the shareholders and holders of subscription rights of
Norvestia accept the Exchange Offer. CapMan is Norvestia’s largest single
shareholder holding approximately 28.7 per cent of Norvestia’s shares and
votes. Norvestia’s Board of Directors have formed a composition consisting of
Hannu Syrjänen, Georg Ehrnrooth, and Arja Talma, being Norvestia’s Board
members independent of CapMan, to evaluate and handle the Exchange Offer.
Members of Norvestia’s Board who are not independent of CapMan, i.e. Heikki
Westerlund (CapMan’s CEO) and Niko Haavisto (CapMan’s CFO), have not in any way
participated and will not participate in the handling of and the
decision-making related to the Exchange Offer in Norvestia’s Board of
Directors. 

Norvestia’s Board of Directors has carefully assessed the impact of the updated
Net Asset Value of Norvestia announced 7 December 2016 to the Exchange Offer
and the Board statement issued 18 November 2016, taken particularly into
account the currently ongoing offer period of the Exchange Offer and the
Extraordinary General Meeting convening 8 December 2016. In its assessment the
Board of Directors has taken into account, inter alia, that considering the
nature and quality of Norvestia’s business and assets, the Net Asset Value of
Norvestia changes constantly and before realisation of assets the value of
single assets and changes therein is related with both positive and negative
uncertainties. Norvestia’s share price has historically been connected to a
discount on Net Asset Value. The Net Asset Value has been a significant but yet
a single factor in the assessment of the Exchange Offer and its merits. The
Board of Directors has also taken into account the other factors presented in
the initial statement published 18 November 2016, including comparing the
Exchange Offer to the other alternatives described in the initial statement,
taken into account the views of Norvestia’s largest shareholders and the fact
the Exchange Offer is conditional on the continued recommendation of the Board
of Directors. Nordea Corporate & Investment Banking (“Nordea”), acting as a
financial advisor for Norvestia in relation to the Exchange Offer, has issued a
Fairness Opinion Statement dated 2 November 2016 and confirmed to the Board of
Directors of Norvestia that the updated information on Norvestia’s Net Asset
Value as of 30 November 2016 announced 7 December 2016 has not altered Nordea’s
previous opinion on the fairness of the Exchange Offer from the economical
point of view for Norvestia’s shareholders nor would it have changed the
contents of the Fairness Opinion Statement dated 2 November 2016. 

Based on its evaluation and considering all the abovementioned factors and
viewpoints, as well as those presented in the statement dated 18 November 2016,
under the prevailing circumstances the Board of Directors of Norvestia
unanimously recommends, that Norvestia’s shareholders accept CapMan’s Exchange
Offer and keeps its recommendation to the holders of the subscription rights
unchanged. Members of Norvestia’s Board who are not independent of CapMan, i.e.
Heikki Westerlund (CapMan’s CEO) and Niko Haavisto (CapMan’s CFO), have not in
any way participated and will not participate in the handling of and the
decision-making related to the Exchange Offer in Norvestia’s Board of
Directors. 

In addition to the above, the assessments, qualifications and remarks presented
in the Board statement of 18 November 2016 are applicable also to this
supplement. 

Helsinki, 7 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: Statement of Norvestia Oyj’s Board of Directors 18 November 2016 on
CapMan Plc’s public exchange offer relating to Norvestia Oyj’s shares 

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.

Attachments:

Appendix. Board Statement 18 November 2016.pdf