CapMan Plc Stock Exchange Release 11 January 2017 at 3.45 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This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into or to any person located or a resident of the United States of America, Australia,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 subsequent offer period of the exchange offer for Norvestia Oyj's shares and subscription rights, issues shares and will commence redemption proceedings
According to the final result of the subsequent offer period of CapMan Plc's ("CapMan" or the "Company") voluntary public exchange offer for Norvestia Oyj's ("Norvestia") shares and subscription rights ("Exchange Offer"), CapMan's share of Norvestia's shares grew by approx. 1.8 percentage points. Together with Norvestia's shares owned by CapMan these represent approx. 92.5 per cent of all Norvestia's shares and votes. No subscription rights have been used to accept the Exchange Offer. The subsequent offer period of the Exchange Offer ended on 9 January 2017.
CapMan's Board of Directors have resolved to issue 1,041,456 new CapMan shares as consideration to those Norvestia's shareholders, who accepted the Exchange Offer during the subsequent offer period between 4 and 9 January 2017. The execution trades of the shares of these Norvestia shareholders are executed in accordance with the terms and conditions of the Exchange Offer around 12 January 2017, following which CapMan's ownership in Norvestia increases to 92.5 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, around 12 January 2017.
CapMan's share capital will not be increased following the share issue, but instead the amount deemed payable for the new shares will be recorded in the invested unrestricted equity fund. The number of shares and votes in CapMan will increase from 143,948,895 to 144,990,351. The new shares represent approx. 0.7 per cent of the share capital and votes in CapMan following the completion of the issue. CapMan will apply for the issued shares to be quoted on the official list of Nasdaq Helsinki Ltd with trading to commence around 13 January 2017.
CapMan's ownership of Norvestia's issued and outstanding shares has exceeded 90 per cent and CapMan will commence the mandatory redemption proceedings of all Norvestia's shares held by minority shareholders in accordance with the Finnish Limited Liability Companies Act. CapMan has today on 11 January 2017 decided that it will submit an application to the Redemption Committee of the Finnish Central Chamber of Commerce to commence arbitration proceedings once CapMan has received all the Norvestia shares accepted during the subsequent offer period. CapMan will provide timely updates regarding the development of the proceedings.
CAPMAN PLC BOARD OF DIRECTORS
Additional information: Heikki Westerlund, CEO, CapMan Plc, tel. +358 50 559 6580
Distribution: Nasdaq Helsinki 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 subsidiary 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.
