Helsinki, Finland, 2016-12-20 13:40 CET (GLOBE NEWSWIRE) --
Norvestia Oyj Stock Exchange Release 20 December 2016 at 14:40
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa,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.
FINAL RESULT OF CAPMAN PLC’S EXCHANGE OFFER
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 and CapMan announced 19 December 2016 that it will complete the Exchange Offer. CapMan announced today the final result of the Exchange Offer, according to which the shares offered in the Exchange Offer represent approximately 62.0 per cent of all the shares and votes in Norvestia, which together with the Norvestia shares owned by CapMan represent 90.6 per cent of all shares and votes in Norvestia.
CapMan announced also that it will complete the Exchange Offer according to its terms and conditions on or about 22 December 2016. The new shares in CapMan issued in the Exchange Offer will be delivered to the book-entry accounts of Norvestia shareholders, who have validly accepted the Exchange Offer, on or about 27 December 2016 and the trading in the new shares in CapMan is expected to commence on the main list of Nasdaq Helsinki Ltd. on or about 28 November 2016.
CapMan announced that it has decided to continue the subsequent offer period until on or about 9 January 2017. The Exchange Offer is accepted as described in its terms and conditions, and acceptances made during the subsequent offer period are in general irrevocable according to the terms and conditions.
CapMan also announced that it will commence the redemption proceedings as referred to in Chapter 18 of the Securities Market Act to acquire the remaining minority shares in Norvestia as CapMan’s ownership exceeds 90 per cent of all shares and votes in Norvestia following the settlement of the completion trades of shares already accepted in the Exchange Offer.
CapMan’s stock exchange release in its entirety is attached as an Appendix to this stock exchange release.
Helsinki, 20 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 20 December 2016
CapMan Plc Stock Exchange Release 20 December 2016 at 2.00 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.
CapMan Plc confirms the final result of the exchange offer for Norvestia Oyj's shares and subscription rights and continues the Subsequent offer period until 9 January 2017
According to the final result of CapMan Plc's ("CapMan" or the "Company") voluntary public exchange offer for Norvestia Oyj's ("Norvestia") shares and subscription rights ("Exchange Offer"), the shares of shareholders who have accepted the Exchange Offer together with Norvestia's shares owned by CapMan represent approx. 90.6 per cent of all Norvestia's shares and votes. The shares of shareholders who have accepted the Exchange Offer represent approx. 62.0 per cent of all Norvestia's shares and votes. No subscription rights have been used to accept the Exchange Offer. The offer period of the Exchange Offer ended on 16 December 2016 and CapMan announced on 19 December 2016 that it will consummate the Exchange Offer in accordance with its terms and conditions around 22 December 2016, after which CapMan's ownership in Norvestia rises to 90.6 per cent. The new CapMan shares offered as Offer Consideration are booked to the book entry accounts of those Norvestia's shareholders, who have validly accepted the Exchange Offer, around 27 December 2016.
"We reached our objective for the Exchange Offer as our ownership will exceed 90 per cent. We are pleased that Norvestia's shareholders widely accepted the offer. However, we want to extend the opportunity to become shareholders in CapMan also to those who missed the chance to accept the Exchange Offer during the actual offer period," says Heikki Westerlund, CapMan's CEO.
CapMan has decided to continue the Subsequent offer period until around 9 January 2017. The Exchange Offer is accepted as described in its terms and conditions and acceptances made during the Subsequent offer period are in general irrevocable according to the terms and conditions. The trades for shares that have been accepted during the Subsequent offer period are executed every two weeks and after the end of the Subsequent offer period. As such, CapMan announces the preliminary amount of validly, by 3 January 2017 and 9 January 2017, tendered Norvestia's shares around the first banking day following the end of each acceptance period, and the final amount around the second banking day following the end of each acceptance period. The trades are executed around the second banking day following the end of each acceptance period. The new CapMan shares offered as Offer Consideration are registered in the Trade Register and booked to the book entry accounts of those Norvestia's shareholders, who have accepted the offer, around four banking days following the end of each acceptance period. The combined offer document and listing prospectus, which is available on www.capman.com/exchange-offer and www.summa.fi/capman-norvestia-vaihtotarjous/ , includes the complete terms and conditions of the Exchange Offer.
As CapMan's ownership exceeds 90 per cent of all shares and votes in Norvestia following the settlement of execution trades of shares already accepted in the Exchange Offer, CapMan will commence the redemption proceedings as referred to in Chapter 18 of the Securities Market Act to acquire the remaining minority shares in Norvestia. CapMan will announce in more detail when such proceedings are initiated, around the beginning of 2017, the latest.
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.
