CapMan - Prospectus/Announcement of Prospectus

CapMan Plc's exchange offer for all Norvestia's shares and securities entitling to shares commences on 21 November 2016 - Offer document has been accepted, pro forma financial information published

CapMan Plc        Stock Exchange Release                                18
November 2016 at 7.10 p.m. EET

CapMan Plc's exchange offer for all Norvestia's shares and securities entitling
to shares commences on 21 November 2016 - Offer document has been accepted, pro
forma financial information published

This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in or into or to any person located or a resident
of 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 ("CapMan" or the "Company") announced on 3 November 2016 regarding
its intention to acquire all Norvestia Plc's ("Norvestia") shares and
subsription rights which are not held by Norvestia Group or CapMan Group in a
public voluntary exchange offer ("Exchange Offer"). Norvestia's Board of
Directors recommends that Norvestia's shareholders accept the Exchange Offer.
The Financial Supervisory Authority has accepted the combined offer document and
listing prospectus. The offer period of the Exchange Offer commences on 21
November 2016 at 10.00 a.m. EET and ends on or about 16 December 2016 at 6.30
p.m. EET, unless the offer period is extended. CapMan has compiled unaudited pro
forma financial information for the year 2015 and for the first nine-month
period of 2016, which are attached to this stock exchange release as an appendix
together with the independent auditor's assurance report on the compilation of
pro forma financial information included in an offer document.

In the Exchange Offer, CapMan offers six (6) new shares of the Company listed on
the official list of Nasdaq Helsinki Ltd for each Norvestia's share and four (4)
new shares of the Company listed on the official list of Nasdaq Helsinki Ltd for
each Subscription Right ("Offer Consideration"). The Offer Consideration for
each Subscription Right is based on the mechanism where a holder of Subscription
Rights is entitled to exchange every three (3) Subscription Rights for two (2)
shares in Norvestia. It was previously announced that the Offer Consideration
would be six (6) new shares of the Company for each Subscription Right. In
conjunction with the arrangement, Norvestia's Board of Directors proposes to
Norvestia's extraordinary general meeting that an extraordinary dividend of €
3.35 per share be paid ("Extraordinary Dividend") conditional upon the
conditions of the Exchange Offer having been met or CapMan having waived the
conditions that have not been met, and the Extraordinary Dividend shall be paid
to shareholders registered on the record date of the dividend payment on
Norvestia's shareholder register maintained by Euroclear Finland. The record
date of the dividend payment shall be before the execution trades of Exchange If
a holder of Subscription Rights accepts the Exchange Offer based on the
Subscription Rights, such holder is not entitled to the Extraordinary Dividend.
Before the Exchange Offer, CapMan holds 28.7 per cent of Norvestia's shares and
votes granted by the shares.

The new CapMan shares offered as the Offer Consideration are intended to be
issued in a directed share issue. CapMan's Board of Directors will propose that
CapMan's extraordinary general meeting to be convened on 8 December 2016 will
grant the Board of Directors with the necessary authorisation. As part of the
arrangement, all of CapMan's shareholders of A-shares have agreed to convert
their A-shares into B-shares in accordance with CapMan's Articles of Association
so that one (1) A-share corresponds to one (1) B-share and to attend and vote at
CapMan's extraordinary general meeting with all CapMan shares held by them in
favour of amending the Articles of Association so that CapMan only has one share
series. The share conversion and the vote in favour of amending the Articles of
Association are conditional to CapMan's announcement that it will consummate the
Exchange Offer. The changes to the Articles of Association will be registered
before the Exchange Offer is consummated and following the consummation of the
Exchange Offer, CapMan will only have one share series.

Norvestia's shareholders Sampo Plc (on behalf of Norvestia's shareholders
Mandatum Life Insurance Company Limited and Mutual Limited Liability Insurance
Company Kaleva), Mr Mikko Laakkonen, Mr Hannu Laakkonen and Mr Jukka Immonen,
who together with CapMan represent approx. 50.8 per cent of all shares and votes
in Norvestia prior to the Exchange Offer, have given an undertaking, subject to
certain conditions, to accept the Exchange Offer and vote in favour of the
Extraordinary Dividend at Norvestia's extraordinary general meeting.

The offer period of the Exchange offer commences on 21 November 2016 at 10.00
a.m. EET and ends on or about 16 December 2016 at 6.30 p.m. EET, unless the
offer period is extended. The Financial Supervisory Authority has today accepted
the combined offer document and listing prospectus related to the Exchange
Offer. The complete terms and conditions of the Exchange Offer are attached to
this stock exchange release (Appendix 1).

The offer document and listing prospectus (in Finnish) will be available online
at the addresses www.capman.com/exchange-offer and www.summa.fi/capman-
norvestia-vaihtotarjous/ before the offer period begins, and at CapMan's
headquarters at the address Korkeavuorenkatu 32, Helsinki, at Summa Capital
Markets' office at the address Salomonkatu 17 B, Helsinki, and at the reception
of Nasdaq Helsinki Oy at the address Fabianinkatu 14, Helsinki on 21 November
2016.

The unaudited pro forma financial information published by CapMan together with
the independent auditor's assurance report on the compilation of pro forma
financial information included in an offer document are attached to this stock
exchange release (Appendices 2 and 3).



CAPMAN PLC
BOARD OF DIRECTORS

For additional information, please contact:
Heikki Westerlund, CEO, CapMan Plc, tel. +358 50 559 6580

Distribution:

Nasdaq Helsinki
Principal media
www.capman.com



Appendix 1: Terms and Conditions of the Exchange Offer

Appendix 2: Unaudited pro forma financial information published by CapMan

Appendix 3: The independent auditor's assurance report on the compilation of pro
forma financial information included in an offer document

The appendices are also available on www.capman.com/exchange-offer

CapMan
www.capman.com
www.capman.com/exchange-offer

CapMan is a leading Nordic investment and asset management company. For more
than 25 years, we have been developing companies and real estate and supporting
their sustainable growth. We are committed to understanding the needs of our
customers in an ever-changing market environment. Our objective is to provide
attractive returns and innovative solutions for our investors and value adding
services for professional investment partnerships, growth-oriented companies and
tenants. Our independent investment partnerships - Buyout, Real Estate, Russia
and Nest Capital - as well as our associated company Norvestia are responsible
for investment activities and value creation. CapMan's service business offering
includes fundraising advisory services, purchasing activities and fund
management services to both internal and external customers. CapMan has 100
professionals and assets under management of €2.8 billion.



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.


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Attachments:

Appendix 1 Terms of the voluntary Exchange Offer.pdf

Appendix 3 Auditors report.pdf

Appendix 2 Pro Forma financial information.pdf