Helsinki, Finland, 2016-12-19 14:30 CET (GLOBE NEWSWIRE) --
Norvestia Oyj Stock Exchange Release 19 December 2016 at 15:30
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa,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.
PRELIMINARY RESULT OF CAPMAN PLC’S EXCHANGE OFFER AND RESOLUTION OF NORVESTIA OYJ’S BOARD ON EXTRA DIVIDEND DISTRIBUTION
CapMan Plc (“CapMan”) has 3 November 2016 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.
The offer period of the Exchange Offer ended 16 December at 18:30. CapMan has today announced the preliminary result of the Exchange Offer, according to which the shares offered in the Exchange Offer represent approximately 61.7 per cent of all the shares and votes in Norvestia, which together with the Norvestia shares owned by CapMan represent 90.3 per cent of all shares and votes in Norvestia. CapMan announced also that all the conditions of the Exchange Offer have been completed and CapMan will complete the Exchange Offer.
CapMan announced that the Exchange Offer is completed on or about 22 December 2016 and the offer consideration is paid by issuing new shares in CapMan on or about 22 December 2016. The new shares are registered in the Trade Register on or about 27 December 2016. CapMan will apply for the shares to be listed on the main list of Nasdaq Helsinki Ltd. on or about 28 December 2016. CapMan announced that it initiates a subsequent offer period and continues it until on or about 9 January 2017 in accordance with the terms and conditions of the Exchange Offer. CapMan publishes a more detailed information on the subsequent offer period together with the announcement of the final result on or about 20 December 2016.
CapMan additionally announced that as a part of the arrangements relating to the Exchange Offer, CapMan’s A-shares will be converted to B-shares with a conversion ratio of 1:1 and CapMan’s Articles of Association will be amended, based on the resolution of the Extraordinary General Meeting of Capman held 8 December 2016, so that CapMan will only have one share series and all CapMan shares carry one (1) vote per share and equal rights to dividend and other distribution of CapMan’s assets to its shareholders. The conversion of A-shares and the amendment of the Articles of Association will be registered to the Trade Register on or about 20 December 2016.
CapMan’s stock exchange release in its entirety is attached as an Appendix to this stock exchange release.
The Extraordinary General Meeting of Norvestia resolved 8 December 2016 on an extra dividend distribution of EUR 3.35 per share on the condition that all conditions of the Exchange Offer are fulfilled (or their fulfilment has been waived) and the dividend record date determining the shareholders who are entitled to the dividend is before the completion trades of the Exchange Offer. Based on the resolution of the Extraordinary General Meeting, Norvestia’s Board of Directors resolved, as CapMan has announced that the conditions of the Exchange Offer are fulfilled, to implement the resolution of the General Meeting and resolved that the dividend record date is 21 December 2016. The Extra Dividend payment date is 29 December 2016.
Helsinki, 19 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: CapMan Plc’s stock exchange release 19 December 2016
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.
