Orava Asuntorahasto Oyj - Company Announcement

ORAVA RESIDENTIAL REIT PLC OFFERING TO A LIMITED NUMBER OF QUALIFIED INVESTORS AND TO ITSELF

Orava Residential REIT plc

Stock Exchange Release 18 December 2015, at 8:00 a.m.


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA OR THE UNITED
STATES. 

ORAVA RESIDENTIAL REIT PLC OFFERING TO A LIMITED NUMBER OF QUALIFIED INVESTORS
AND TO ITSELF 

Orava Residential REIT plc (“Orava” or the “Company”) announced on 14 December
2015 its  plan  to offer new shares in the Company (the “Offer Shares”) against
payment to a limited number of qualified investors as defined in the Prospectus
Directive (“Qualified Investors”) in the European Economic Area as procured by
Carnegie Investment Bank AB in a book-building process, and in the event that
all Offer Shares are not subscribed by the Qualified Investors to the Company
itself without payment (the "Offering"), however the Offer Shares subscribed by
the Company shall not exceed 10 per cent of the number of all outstanding
shares in the Company after the completion of the Offering and including also
the treasury shares already owned by the Company. 

The Board of Directors of the Company has today resolved to offer up to 500,000
Offer Shares to the Qualified Investors who participated in the book-building
process announced by the Company on 14 December 2015 and up to 1,000,000 Offer
Shares to the Company in the Offering. However the Offer Shares subscribed by
the Company shall not exceed 10 per cent of the number of all outstanding
shares in the Company after the completion of the Offering and including also
the treasury shares already owned by the Company. The Board of Directors of the
Company has resolved the terms and conditions of the Offering, which are
attached to this release. 

Based on the price formed in the book-building process the subscription price
shall be EUR 9.70 per Offer Share for the Qualified Investors. The Offer Shares
subscribed by the Company in accordance with the terms and conditions of the
Offering are free of charge. The maximum amount of the Offering is, before fees
and costs, EUR 4,850,000. The Subscription Price of the Offer Shares shall be
fully credited to the reserve for invested equity of the Company. The Offer
Shares shall carry no right to the dividend distributed during the year 2015. 

The subscription period of the Offer Shares shall commence today at 8 a.m.
Finnish time and end today at 12 p.m. Finnish time. The Company shall publish
the final result of the Offering after the Board of Directors of the Company
has resolved on the approval of the subscriptions. 

The purpose of the Offering is to raise capital for further growth in
accordance with the strategic goals of the Company. Furthermore, the purpose of
the Offering is to expand the owner base of the Company, raise awareness of the
Company among Finnish and international investors, and increase the liquidity
of the shares of the Company, which would also lower the transaction costs of
further property acquisitions of the Company. Through increased liquidity the
ability to use the shares of the Company as payment in the property
acquisitions would be easier. The proceeds from the Offering will be used for
acquisitions of new properties, for development of new properties and for
general financing needs of the Company. 

The Offer Shares correspond approximately up to 18.84 per cent of all the
shares and voting rights of the Company immediately prior to the Offering and
approximately up to 15.85 per cent of all shares and voting rights of the
Company after the completion of the Offering. 

The Offer Shares are offered to the Qualified Investors and to the Company
deviating from the shareholders’ pre-emptive subscription rights. The reason
for the deviation from the shareholder's pre-emptive subscription right is the
strengthening of the Company's working capital and capital structure,
fulfillment of the financing needs of growth and expansion of the owner base
and recognition of the Company. Based on these grounds the Company considers
that there are weighty financial reasons to deviate from the shareholders’
pre-emptive subscription rights as referred to in Section 9, Article 4:1 of the
Companies Act. 

The Company shall apply for the registration of the Offer Shares to the Trade
Register as soon as practically possible after the Board of Directors or the
Company has resolved on the approval of the subscription of the Offer Shares.
The Company expects that the acceptably subscribed Offer Shares of the Offering
are registered to the Trade Register approximately on 23 December 2015. 

The Offer Shares shall be issued and recorded to the book-entry system
maintained by Euroclear Finland Ltd first as interim shares representing the
Offer Shares (the "Interim Shares"). The Interim Shares will not be applied to
be admitted to trading on Nasdaq Helsinki Ltd (Helsinki Stock Exchange). The
ISIN code of the Interim Shares is FI4000188735. The Interim Shares will be
combined with the Company's present class of shares (the ISIN code
FI4000068614, trading symbol OREIT) when the Offer Shares have been registered
to the Trade Register. Such combination is expected to occur approximately on
23 December 2015. The Offer Shares are applied to be admitted to trading on the
Helsinki Stock Exchange approximately on 28 December 2015 together with the
other shares of the Company. 

The Board of Directors resolved on the Offering pursuant to the authorization
granted by the Company's Annual General Meeting of the shareholders on 19 March
2015. 

Carnegie Investment Bank AB acts as the arranger in the Offering. The Company's
legal advisor in the Offering is Bird & Bird Attorneys Ltd. 



Orava Residential REIT plc



Board of Directors



Information

CEO Pekka Peiponen, phone +358 (0)10 420 3104

CFO Veli Matti Salmenkylä, phone +358 (0)10 420 3102

http://www.oravaasuntorahasto.fi/





ATTACHMENT                      Terms and conditions of the Offering

Bifogade filer:

OravaShareOfferingTerms_20151218.pdf