Sponda - Company Announcement

Board of Directors of Sponda decided on a rights offering

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RELEASE WOULD BE UNLAWFUL 

Sponda Plc            Stock Exchange Release 29 February 2016, 14:30



Board of Directors of Sponda decided on a rights offering

The Board of Directors of Sponda Plc (”Sponda” or the ”Company”) has today, on
29 February 2016, based on the authorization granted by the Extraordinary
General Meeting on 29 February 2016, resolved on a rights offering (the
“Offering”) of EUR 220.8 million. 

Sponda is offering in the Offering at maximum 56,615,092 new shares (”Offer
Shares”) to the Company’s shareholders for subscription in proportion to their
current shareholding in the Company. The Offer Shares to be issued in the
Offering represent a maximum of approximately 20.0 per cent of the total shares
and voting rights in the Company prior to the Offering and approximately 16.7
per cent of the total shares and voting rights after the Offering, assuming
that the Offering is subscribed in full. 

The subscription price for the Offer Shares is EUR 3.90 per Offer Share. The
subscription period will commence on 7 March 2016 at 9:30 am (Finnish time) and
end on 23 March 2016 at 4:30 pm (Finnish time). 

Assuming that all of the Offer Shares are subscribed for in the Offering, the
Company will raise net proceeds of approximately 218.6 million euros from the
Offering. Sponda intends to use the net proceeds from the Offering to a partial
repayment of the bridge loan raised for the acquisition of the Forum
properties. 

Sponda’s shareholders that are registered in the Company’s shareholders’
register maintained by Euroclear Finland Ltd on the record date of the Offering
of 2 March 2016, shall receive for each existing share in the Company held on
the record date one (1) freely transferable subscription right (“Subscription
Right”) in the form of a book-entry entitling them to subscribe for Offer
Shares. Five (5) Subscription Rights will entitle the holder of the rights to
subscribe for one (1) Offer Share. Fractions of Offer Shares cannot be
subscribed for. The Subscription Rights are freely transferable and subject to
trading on Nasdaq Helsinki Ltd (the “Helsinki Stock Exchange”) from 7 March
2016 to 17 March 2016. The Offer Shares will not entitle to possible dividend,
which will be paid on 1 April 2016 according to the proposal for the Annual
General Meeting to be held on 21 March 2016. 

Forum Fastighets Kb has committed to subscribe for any Offer Shares that remain
unsubscribed for in the Offering. 

The ex-rights date for the Offering is 1 March 2016. Sponda has submitted a
Finnish language prospectus for the approval of the Finnish Financial
Supervisory Authority. This prospectus will be published on or about 4 March
2016. 

Sponda expects to publish a stock exchange release regarding the preliminary
results of the Offering on or about 24 March 2016 and one regarding the final
results on or about 31 March 2016. Trading of interim shares corresponding to
the Offer Shares will commence on or about 24 March 2016. Trading in the Offer
Shares will commence on or about 1 April 2016. 

The terms and conditions of the Offering are set out in the appendix to this
release. 

Danske Bank A/S, Helsinki Branch acts as the Sole Global Coordinator and Joint
Bookrunner of the Offering and UBS Limited acts as the Joint Bookrunner of the
Offering (together the “Joint Bookrunners”). Krogerus Attorneys Ltd acts as the
legal adviser to Sponda in respect of Finnish law and Shearman & Sterling
(London) LLP acts as the Company’s international counsel. Castrén & Snellman
Attorneys Ltd acts as the legal adviser to the Joint Bookrunners. 

The Company has agreed with the Joint Bookrunners that it will not, subject to
certain exceptions, during the period of time that will end on the date that
falls 180 days from when the Offer Shares have been admitted to trading on the
Helsinki Stock Exchange, issue, sell or otherwise dispose shares or enter into
agreements corresponding to disposal, without the prior written notice of the
Joint Bookrunners, except for the Offer Shares issued in the Offering. 



Helsinki 29 February 2016

Sponda Plc
Board of Directors



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
documentor on its completeness, accuracy or fairness. The information in this
document 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 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. 

APPENDIX   Terms and conditions of the Offering

terms and conditions of the offering

Background

On 29 February 2016, the Extraordinary General Meeting of Sponda Plc (the
"Company") authorised the Board of Directors of the Company to decide on the
issuance of a maximum of 80,000,000 shares through a rights offering whereby
the shareholders have the right to subscribe for the new shares in proportion
to their current shareholdings in the Company. The authorisation is valid until
31 August 2016. 

On 29 February 2016, based on the aforementioned authorisation, the Company's
Board of Directors decided on the issuance of a maximum of 56,615,092 new
shares in the Company (the "Offer Shares") in compliance with the shareholders'
pre-emptive subscription right (the "Offering") in accordance with these terms
and conditions. 

The Offer Shares offered in the Offering represent approximately 20.0 per cent
of all the shares and votes in the Company before the Offering and
approximately 16.7 per cent of all the shares and votes in the Company after
the Offering, assuming that all Offer Shares offered in the Offering are fully
subscribed for. 

Forum Fastighets Kb has committed to subscribe for any Offer Shares that remain
unsubscribed for in the Offering (the "Additional Subscription Commitment"). 

Danske Bank A/S, Helsinki Branch will be acting as the sole global coordinator
and joint bookrunner (the "Sole Global Coordinator and Joint Bookrunner") of
the Offering and UBS Limited as a joint bookrunner (the "Joint Bookrunner",
together with the Sole Global Coordinator and Joint Bookrunner the "Joint
Bookrunners"). 

Terms and Conditions of the Offering

Subscription Right

The Offer Shares will be offered to the Company's shareholders for subscription
in proportion to their shareholding in the Company. 

Each shareholder who is registered in the Company's shareholders' register
maintained by Euroclear Finland Ltd on 2 March 2016, the record date of the
Offering (the "Record Date"), shall automatically receive for each one (1)
Share held on the Record Date one (1) freely transferable subscription right in
the form of a book-entry (the "Subscription Right") (ISIN code FI4000197868). 

A shareholder or other person or corporation to whom the Subscription Rights
have been transferred has the right to subscribe for one (1) Offer Share per
every five (5) Subscription Rights. Fractions of Offer Shares cannot be
subscribed for. 

Unsubscribed Shares

In the event that not all the Offer Shares have been subscribed for during the
subscription period of the Offering, the unsubscribed Offer Shares will be
allocated to Forum Fastighets Kb to the Subscription Price in accordance with
the Additional Subscription Commitment issued by the same. 

Subscription Price

The subscription price for the Offer Shares is EUR 3.90 per share (the
"Subscription Price"). The Subscription Price will be recorded in its entirety
in the reserve for invested unrestricted equity of the Company. 

The Subscription Price is based on the assessment and decision by the Company's
Board of Directors which aims at minimising the dilution of equity and profit
per share and, on the other hand, to secure the completion of the Offering. The
use of the maximum subscription price set out in the Additional Subscription
Commitment is in the economic interest of the Company. When comparing the
Subscription Price to the share price of the Company's share quoted in Nasdaq
Helsinki Ltd (the "Helsinki Stock Exchange") it should be noted that the Offer
Shares are not entitled to the potential dividend that would be paid on 1 April
2016 as proposed to the Annual General Meeting to be held on 21 March 2016. 

Subscription Period

The Subscription Period will commence on 7 March 2016 at 9:30 a.m. Finnish time
on and expire on 23 March 2016 at 4:30 p.m. Finnish time (the "Subscription
Period"). Account operators may impose a deadline for subscription that is
earlier than the expiry of the Subscription Period. 

Subscription of Offer Shares and Fees

A holder of subscription rights may participate in the Offering by subscribing
Offer Shares by using the Subscription Rights on the shareholder's book-entry
account and by paying the Subscription Price therefor. In order to participate
in the Offering, holders of Subscription Rights must submit their subscription
orders in accordance with the instructions given by Danske Bank or their own
book-entry account operator or custodian. Holders of Subscription Rights who do
not receive instructions from their account operator can contact Danske Bank. 

The holder of a Subscription Right submitting a subscription order needs to
have a book-entry account with a Finnish account operator or an account
operator operating in Finland and inform the number of such book-entry account
in the subscription order. Personal identity code, number of the book-entry
account and other personal data required for the subscription order may be
given also to other parties executing the order or participating in the
assignment. 

Subscription orders can be submitted in the following subscription places:

  -- Danske Bank Plc's offices (excluding corporate offices) in Finland during
     normal business hours; Information on the offices offering subscription
     services is available by phone using Danske Bank's Investment Line, 9:00
     a.m. to 8:00 p.m. Monday to Friday and 10:00 a.m. to 4:00 p.m. Saturday
     (Finnish time), tel. +358 10 1054 63151 (local network charge/mobile call
     charge), by e-mail at the address sijoituslinja@danskebank.fi or online at
     www.danskebank.fi;
  -- Danske Bank Plc's Private Banking offices in Finland (for Danske Bank Plc's
     Private Banking customers only);
  -- Danske Bank's Investment Line with Danske Bank's bank codes by phone, 9:00
     a.m. to 8:00 p.m. Monday to Friday and 10:00 a.m. to 4:00 p.m. Saturday
     (Finnish time), tel. +358 200 2000 (local network charge/mobile call
     charge). The Danske Bank Investment Line calls are recorded;
  -- Danske Bank Plc's eBanking service with bank codes for private customers at
     www.danskebank.fi. Commitment by phone using Danske Bank's Investment Line
     or by the eBanking service requires a valid eBanking agreement with Danske
     Bank. Commitments must be paid using an account in the name of the investor
     giving the Commitment;
  -- Danske Bank corporate eBanking services in the Markets Online module for
     Business Online customers, and
  -- with account operators who have an agreement with Danske Bank regarding
     receipt of subscriptions.

The Subscription Price must be paid in full when making the subscription in
accordance with the instructions given by Danske Bank, the book-entry account
operator or the custodian. 

Those shareholders or other investors participating in the Offering whose
shares or Subscription Rights are registered in the name of a nominee should
submit a subscription order in accordance with the instructions of the nominee. 

Incomplete or erroneous subscription assignments may be rejected. A
subscription order may be rejected if the subscription is not made or if the
Subscription Price of the Offer Shares is not paid in accordance with these
terms and conditions. In such a situation, the Subscription Price paid will be
refunded to the subscriber. No interest will be paid on the refunded
Subscription Prices. 

Any exercise of the Subscription Rights is irrevocable and may not be modified
or cancelled other than as set forth in section "Cancellation of Subscriptions
under Certain Circumstances" of these terms and conditions. 

Any Subscription Rights remaining unexercised at the end of the Subscription
Period on 23 March 2016 at 4:30 p.m. will expire without any compensation. 

Subscription and Payment of Offer Shares on the Basis of the Additional
Subscription Commitment 

If the Additional Subscription Commitment is exercised, the Offer Shares will
be subscribed for pursuant to the Additional Subscription Commitment by paying
the Subscription Price in accordance with the instructions issued by the Joint
Bookrunners. 

Cancellation of Subscriptions under Certain Circumstances

If the prospectus for the Offering (the "Finnish Offering Circular") is
supplemented or corrected due to a mistake or inaccuracy or material new
information that could be of material relevance to the investors, any
subscribers who have already agreed to subscribe for Offer Shares before the
related correction or supplement is published, shall have the right to withdraw
their subscription in accordance with the Finnish Securities Market Act
(746/2012, as amended). Subscribers are entitled to cancel their subscriptions
within two (2) business days from the publication of the supplement or
correction. In addition, the use of the cancellation right requires that the
error, omission or material new information has become known prior to the
trading in the interim shares representing the Offer Shares has begun or prior
to the delivery of the Offer Shares to the subscribers of the Offer Shares on
the basis of the Additional Subscription Commitment. A cancellation of a
subscription applies to the subscription being cancelled in its entirety. The
right of and the procedure regarding the cancellation of the subscriptions will
be announced together with any such supplement to the Finnish Offering Circular
through a stock exchange release. The sale or transfer of a Subscription Right
cannot be cancelled. 

Subscription Rights Trading Period

Holders of Subscription Rights may sell their Subscription Rights at any time
prior to the end of the public trading of the Subscription Rights. The
Subscription Rights are subject to trading on the Helsinki Stock Exchange from
7 March 2016 at 10:00 a.m. Finnish time to 17 March 2016 at 6:25 p.m. Finnish
time. Subscription Rights may be sold or purchased by giving a sell or purchase
assignment to one's own book-entry account operator or to any securities
broker. 

Approval of Subscriptions

The Company's Board of Directors will approve all subscriptions made pursuant
to the Subscription Rights and in accordance with these terms and conditions of
the Offering that have been made in accordance with the laws and regulations
applicable to the Offering. 

In the event not all the Offer Shares offered in the Offering have been
subscribed for pursuant to the exercise of the Subscription Rights, the
Company's Board of Directors will decide on the allocation of the unsubscribed
Offer Shares to the issuer of the Additional Subscription Commitment. 

The Board of Directors of the Company will decide on the approval of the
subscriptions on or about 31 March 2016. The Company will publish the final
results of the Offering in a stock exchange release on or about 31 March 2016. 

Registration of the Offer Shares to Book-Entry Accounts

The Offer Shares subscribed for in the Offering pursuant to the Subscription
Rights will be recorded on the subscriber's book-entry account after the
registration of the subscription as interim shares corresponding to the Offer
Shares. The interim shares will become subject to trading on the Helsinki Stock
Exchange under the ISIN code FI4000197876 on or about 24 March 2016 and will be
combined with the Company's existing class of shares (ISIN code FI0009006829)
on or about 1 April 2016. The Offer Shares subscribed for and approved pursuant
to the Additional Subscription Commitment will be entered into the book-entry
account of the issuer of the Additional Subscription Commitment as of the
registration of the Offer Shares with the Trade Register, on or about 1 April
2016. Trading in the Offer Shares will commence on Helsinki Stock Exchange on
or about 1 April 2016. 

Shareholders' Rights

The Offer Shares will carry the right to receive full dividends and other
distribution of funds by the Company, if any, and to other shareholder rights
in the Company as of the registration of the Offer Shares with the Trade
Register and in the shareholders' register of Company, on or about 1 April
2016. The Offer Shares will not entitle to dividend for the financial year 2015
resolved by the Annual General Meeting to be held on 21 March 2016 which will
be paid on 1 April 2016 according to the proposal of the Board of Directors. 

Payments and Expenses

No transfer tax or service fees are payable on the subscription for Offer
Shares. Book-entry account operators, custodians and securities brokers, who
exercise assignments regarding the Subscription Rights, may charge a brokerage
fee for these assignments in accordance with their own price lists. Book-entry
account operators and custodians also charge a fee for the maintenance of the
book-entry account and the deposit of shares in accordance with their price
list. 

Information

The documents referred to in Chapter 5(21) of the Finnish Limited Liability
Companies Act are available for review from the beginning of the Subscription
Period at the head office of the Company at the address Korkeavuorenkatu 45,
FI-00130 Helsinki. 

Governing Law and Dispute Resolution

The Offering and the Offer Shares shall be governed by the laws of Finland. Any
disputes arising in connection with the Offering shall be settled by the court
of competent jurisdiction in Finland. 

Lock-up

The Company has agreed with the Joint Bookrunners that it will not, during the
period of time that will end on the date that falls 180 days from when the
Offer Shares have been admitted to trading on the Helsinki Stock Exchange,
issue, sell or otherwise assign Shares or enter into agreements equivalent to
assignment without the prior written notice of the Joint Bookrunners, except
for the Offer Shares issued in the Offering and certain other exceptions in
respect of the Company. 

Other Matters

The Company's Board of Directors will decide on other matters related to the
Offering and practical measures required by them.