CAPMAN ISSUES NEW SHARES RELATING TO EXCHANGE OFFE

Helsinki, Finland, 2016-12-22 11:15 CET (GLOBE NEWSWIRE) --  

Norvestia Oyj           Stock Exchange Release  22 December 2016 at 12:15

This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa,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.

CAPMAN ISSUES NEW SHARES RELATING TO 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 initial offer period of the Exchange Offer ended 16 December 2016.

CapMan announced today, 22 December 2016, that, based on the authorisation of CapMan’s Extraordinary General Meeting held 8 December 2016, CapMan’s Board of Directors have resolved to issue 56,967,318 new CapMan shares as a share consideration for the Exchange Offer. Share consideration will be paid to those Norvestia’s shareholders, who have validly accepted the Exchange Offer during the initial offer period. CapMan completes the Exchange Offer on or about today, 22 December 2016, for those Norvestia shares for which the Exchange Offer has been accepted during the initial offer period. The new shares represent approx. 39.75 of the share capital and votes in CapMan following the completion of the issue.

According to CapMan the new shares issued in the Exchange Offer will be recorded to the book-entry accounts of Norvestia’s shareholders who have validly accepted the Exchange Offer, on or about 27 December 2016. CapMan will apply for the issued shares to be listed on the main list of Nasdaq Helsinki Ltd with trading to commence on or about 28 December 2016.

Helsinki, 22 December 2016

NORVESTIA OYJ

Board of Directors

Additional information: Juha Kasanen, Managing Director, tel. +358 9 6226 380

Distribution: Nasdaq Helsinki Main media www.norvestia.fi

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.