Helsinki, Finland, 2017-01-05 15:30 CET (GLOBE NEWSWIRE) --
Norvestia Oyj Stock Exchange Release 5 January 2017 at 16:30
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa,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.
CAPMAN PLC HAS ANNOUNCED THE CONFIRMED RESULT OF THE SUBSEQUENT OFFER PERIOD OF THE EXCHANGE OFFER BY 3 JANUARY 2017 AND SHARE ISSUE
CapMan Plc (“CapMan”) has today, 5 January 2017 announced that, according to the confirmed result of acceptances received during the subsequent offer period of the voluntary public exchange offer for Norvestia Oyj’s (“Norvestia”) shares and subscription rights (“Exchange Offer) by 3 January 2017, CapMan’s share of Norvestia’s shares grew by approx. 0.7 percentage points. Together with Norvestia’s shares previously owned by CapMan these represent approx. 91.4 per cent of all Norvestia’s shares and votes. No subscription rights have been used to accept the Exchange Offer. According to CapMan’s announcement, the subsequent offer period of the Exchange Offer will end preliminarily 9 January 2017.
CapMan has also announced that CapMan’s Board of Directors has resolved to issue 635,640 new CapMan shares as consideration to those Norvestia’s shareholders, who accepted the Exchange Offer during the subsequent offer period by 3 January 2017. The completion trades of the shares of these Norvestia shareholders shall be made in accordance with the terms and conditions of the Exchange Offer on or about 9 January 2017, following which CapMan’s ownership in Norvestia increases to 91.4 per cent. The new CapMan shares provided as offer consideration are registered in the Trade Register and booked to the book-entry accounts of those Norvestia’s shareholders, who have validly accepted the Exchange Offer, on or about 9 January 2017. According to CapMan, the new shares represent approx. 0.4 per cent of the share capital and votes in CapMan following the completion of the share issue. CapMan will apply for the new shares to be listed on the main list of Nasdaq Helsinki Ltd with trading to commence on or about 10 January 2017.
Helsinki, 5 January 2017
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.
