CapMan Plc Stock Exchange Release 18 November 2016 at 7.10 p.m. EET
CapMan Plc’s exchange offer for all Norvestia’s shares and securities entitling to shares commences on 21 November 2016 – Offer document has been accepted, pro forma financial information published
This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into or to any person located or a resident of the United States of America, Australia,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 (“CapMan” or the “Company”) announced on 3 November 2016 regarding its intention to acquire all Norvestia Plc’s (“Norvestia”) shares and subsription rights which are not held by Norvestia Group or CapMan Group in a public voluntary exchange offer (“Exchange Offer”). Norvestia’s Board of Directors recommends that Norvestia’s shareholders accept the Exchange Offer. The Financial Supervisory Authority has accepted the combined offer document and listing prospectus. The offer period of the Exchange Offer commences on 21 November 2016 at 10.00 a.m. EET and ends on or about 16 December 2016 at 6.30 p.m. EET, unless the offer period is extended. CapMan has compiled unaudited pro forma financial information for the year 2015 and for the first nine-month period of 2016, which are attached to this stock exchange release as an appendix together with the independent auditor’s assurance report on the compilation of pro forma financial information included in an offer document.
In the Exchange Offer, CapMan offers six (6) new shares of the Company listed on the official list of Nasdaq Helsinki Ltd for each Norvestia’s share and four (4) new shares of the Company listed on the official list of Nasdaq Helsinki Ltd for each Subscription Right (“Offer Consideration”). The Offer Consideration for each Subscription Right is based on the mechanism where a holder of Subscription Rights is entitled to exchange every three (3) Subscription Rights for two (2) shares in Norvestia. It was previously announced that the Offer Consideration would be six (6) new shares of the Company for each Subscription Right. In conjunction with the arrangement, Norvestia’s Board of Directors proposes to Norvestia’s extraordinary general meeting that an extraordinary dividend of 3.35 per share be paid (“Extraordinary Dividend”) conditional upon the conditions of the Exchange Offer having been met or CapMan having waived the conditions that have not been met, and the Extraordinary Dividend shall be paid to shareholders registered on the record date of the dividend payment on Norvestia’s shareholder register maintained by Euroclear Finland. The record date of the dividend payment shall be before the execution trades of Exchange If a holder of Subscription Rights accepts the Exchange Offer based on the Subscription Rights, such holder is not entitled to the Extraordinary Dividend. Before the Exchange Offer, CapMan holds 28.7 per cent of Norvestia’s shares and votes granted by the shares.
The new CapMan shares offered as the Offer Consideration are intended to be issued in a directed share issue. CapMan’s Board of Directors will propose that CapMan’s extraordinary general meeting to be convened on 8 December 2016 will grant the Board of Directors with the necessary authorisation. As part of the arrangement, all of CapMan’s shareholders of A-shares have agreed to convert their A-shares into B-shares in accordance with CapMan’s Articles of Association so that one (1) A-share corresponds to one (1) B-share and to attend and vote at CapMan’s extraordinary general meeting with all CapMan shares held by them in favour of amending the Articles of Association so that CapMan only has one share series. The share conversion and the vote in favour of amending the Articles of Association are conditional to CapMan’s announcement that it will consummate the Exchange Offer. The changes to the Articles of Association will be registered before the Exchange Offer is consummated and following the consummation of the Exchange Offer, CapMan will only have one share series.
Norvestia’s shareholders Sampo Plc (on behalf of Norvestia’s shareholders Mandatum Life Insurance Company Limited and Mutual Limited Liability Insurance Company Kaleva), Mr Mikko Laakkonen, Mr Hannu Laakkonen and Mr Jukka Immonen, who together with CapMan represent approx. 50.8 per cent of all shares and votes in Norvestia prior to the Exchange Offer, have given an undertaking, subject to certain conditions, to accept the Exchange Offer and vote in favour of the Extraordinary Dividend at Norvestia’s extraordinary general meeting.
The offer period of the Exchange offer commences on 21 November 2016 at 10.00 a.m. EET and ends on or about 16 December 2016 at 6.30 p.m. EET, unless the offer period is extended. The Financial Supervisory Authority has today accepted the combined offer document and listing prospectus related to the Exchange Offer. The complete terms and conditions of the Exchange Offer are attached to this stock exchange release (Appendix 1).
The offer document and listing prospectus (in Finnish) will be available online at the addresses www.capman.com/exchange-offer and www.summa.fi/capman-norvestia-vaihtotarjous/ before the offer period begins, and at CapMan’s headquarters at the address Korkeavuorenkatu 32, Helsinki, at Summa Capital Markets’ office at the address Salomonkatu 17 B, Helsinki, and at the reception of Nasdaq Helsinki Oy at the address Fabianinkatu 14, Helsinki on 21 November 2016.
The unaudited pro forma financial information published by CapMan together with the independent auditor’s assurance report on the compilation of pro forma financial information included in an offer document are attached to this stock exchange release (Appendices 2 and 3).
BOARD OF DIRECTORS
For additional information, please contact:
Heikki Westerlund, CEO, CapMan Plc, tel. +358 50 559 6580
Appendix 1: Terms and Conditions of the Exchange Offer
Appendix 2: Unaudited pro forma financial information published by CapMan
Appendix 3: The independent auditor’s assurance report on the compilation of pro forma financial information included in an offer document
The appendices are also available on 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 to both internal and external customers. CapMan has 100 professionals and assets under management of 2.8 billion.
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.