CapMan Stock Exchange Release 19 December 2016 at 3.00 p.m. EET
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into or to any person located or a resident of the United States of America, Australia,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.
Preliminary result of CapMan Plc's exchange offer to Norvestia Oyj's shareholders and holders of subscription rights is 90.3 per cent of all Norvestia's shares
CapMan Plc ("CapMan" or the "Company") announced a voluntary public exchange offer for Norvestia Oyj's ("Norvestia") shares and securities entitling to shares ("Exchange Offer") on 3 November 2016. The offer period ended on 16 December 2016 and CapMan has today confirmed the Exchange Offer based on the preliminary result.
According to the preliminary information regarding approvals received by 16 December 2016, the shares offered in the Exchange Offer together with Norvestia's shares owned by CapMan represent approx. 90.3 per cent of all Norvestia's shares and votes. The shares tendered in the Exchange Offer represent approx. 61.7 per cent of all Norvestia's shares and votes. The final result of the Exchange Offer will be confirmed and announced around 20 December 2016.
As all the conditions to the completion of the Exchange Offer have been fulfilled, the Exchange Offer becomes unconditional and CapMan will consummate it in accordance with its terms and conditions.
The Exchange Offer is implemented around 22 December 2016 and the offer consideration is performed by issuing new shares in CapMan around 22 December 2016. The new shares are registered in the Trade Register around 27 December 2016. CapMan will apply for the shares to be quoted on the main list of Nasdaq Helsinki Oy around 28 December 2016. CapMan will begin the subsequent offer period and continue it until around 9 January 2017 in accordance with the terms and conditions of the Exchange Offer. CapMan will provide a more detailed announcement in conjunction with the announcement of the final results around 20 December 2016.
As part of the arrangements concerning the Exchange Offer, CapMan's series A shares are converted into series B shares at 1:1 and the Articles of Association are amended in line with the resolution of the extraordinary general meeting held on 8 December 2016 so that CapMan only has one share series and the Company's shares generate one (1) vote per share and equal rights to a dividend and other distributions to shareholders made by the Company. After the conversion, CapMan has 86,345,937 shares and 86,345,937 votes. The conversion of series A shares and the amendment of the Articles of Association are registered in the Trade Register around 20 December 2016.
The Company will apply for the converted 5,750,000 shares to be quoted on the main list of Nasdaq Helsinki Oy and trading is expected to begin around 21 December 2016. Simultaneously the trading code of CapMan's share changes to CAPMAN.
In connection with the Exchange Offer, Norvestia's extraordinary general meeting held on 8 December 2016 resolved on the distribution of an extraordinary dividend on the condition that all conditions of the Exchange Offer are fulfilled (or their fulfilment has been waived) and that the dividend record date is before the completion trades of the Exchange Offer. Norvestia's Board of Directors resolves, if all abovementioned terms and conditions are fulfilled and according to them, on the exact record date and the dividend payment date and other required measures. The intention is that the record date would be, according to the schedule for the completion of the voluntary exchange offer, two (2) banking days after all conditions of the Exchange Offer are fulfilled (or their fulfilment has been waived). Before the Board of Directors implements the resolution of the general meeting, the Board of Directors must, in accordance with the Finnish Companies Act, assess whether the company's solvency and/or financial position has changed after the resolution of the general meeting so that the requirements for dividend distribution in the Finnish Companies Act are no longer fulfilled. It is a prerequisite for the implementation of the resolution of the general meeting that the requirements in the Finnish Companies Act are fulfilled.
CAPMAN PLC BOARD OF DIRECTORS
Additional information: Heikki Westerlund, CEO, CapMan Plc, tel. +358 50 559 6580
Distribution:
NASDAQ Helsinki Ltd Principal media www.capman.com
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. 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.
