CapMan Plc Stock Exchange Release 7 December 2016 at 2.15 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This stock exchange release may not be published or distributed, in whole or in part, directly or indirectly, in or into or to any person located or a resident of the United States of America, Australia,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.
Norvestia Oyj has supplemented its statement concerning the voluntary public exchange offer by CapMan and maintains its recommendation
Norvestia Oyj (“Norvestia”) has today announced it has supplemented its statement issued 18 November 2016 concerning CapMan Plc’s (“CapMan”) voluntary public exchange offer published 3 November 2016 to acquire all Norvestia’s shares and securities entitling to shares (“Exchange Offer”) due to the updated Net Asset Value published by Norvestia today.
Norvestia’s Board of Directors has announced that it has assessed the impact of the updated Net Asset Value on the Exchange Offer and the Board’s recommendation issued 18 November 2016, taking particularly into account the currently ongoing offer period of the Exchange Offer and the Extraordinary General Meeting convening 8 December 2016. Based on its evaluation and considering all the factors and viewpoints mentioned in its stock exchange release issued today, as well as those presented in the statement dated 18 November 2016, under the prevailing circumstances the Board of Directors of Norvestia still unanimously recommends that Norvestia’s shareholders accept CapMan’s Exchange Offer and keeps its recommendation to the holders of the subscription rights unchanged.
Norvestia’s stock exchange release concerning the supplement to its statement and the statement attached to Norvestia’s stock exchange release are attached in their entirety to this stock exchange release.
CapMan will submit the supplement to the offer document concerning Norvestia’s supplemented statement to be approved by the Financial Supervisory Authority, without delay.
CAPMAN PLC
For additional information, please contact:
Pasi Erlin, General Counsel, CapMan Plc, p. +358 400 571 113
Distribution:
Nasdaq Helsinki
Principal media
www.capman.com
Appendix 1: Norvestia Oyj’s Stock Exchange Release on 7 December 2016 at 10.15 EET
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 to both internal and external customers. 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.
