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Finland : CapMan Plc offers to acquire Norvestia Oyj - Norvestia's Board of Directors recommends accepting the voluntary exchange offer.

CapMan Plc ("CapMan" or the "Company") offers to acquire all of Norvestia Oyj's ("Norvestia") shares ("Norvestia's shares") and securities entitling to shares which are not held by Norvestia Group or CapMan Group in a voluntary public tender offer ("Exchange Offer"). Before the Exchange Offer, CapMan holds 28.7 per cent of Norvestia's shares.

In the Exchange Offer, CapMan offers six (6) new shares of the Company ("Offer Consideration") for each Norvestia's share. 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"). The Extraordinary Dividend is conditional on the consummation of the Exchange Offer and is paid to those Norvestia shareholders, who own Norvestia's shares when CapMan announces that the conditions for consummating the Exchange Offer have been fulfilled and CapMan will consummate the Exchange Offer ("Exchange Offer Confirmation Date"). The aforementioned arrangements offer Norvestia's shareholders the opportunity to receive a considerable Extraordinary Dividend while continuing as shareholders in the group combining the businesses of CapMan and Norvestia ("Combination" and "Combined Group").

The Offer Consideration corresponds to a premium of approximately 23.2 per cent in comparison to Norvestia's volume-weighted average share price less the Extraordinary Dividend ( 5.94) on Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") in the 30-day period prior to the announcement of the Exchange Offer ending on 2 November 2016, when the Offer Consideration is valued at the volume-weighted average share price of CapMan in the same period ( 1.22).

The Offer Consideration corresponds to a premium of approximately 21.0 per cent in comparison to the Norvestia share's closing price less the Extraordinary Dividend ( 6.15) on the Helsinki Stock Exchange on 2 November 2016 based on the closing price of the CapMan share ( 1.24) on the same day.

Total value of the exchange offer, taking into account the Extraordinary Dividend, is approximately 117.9 million based on the closing price of CapMan's share ( 1.24) on 2 November 2016. Correspondingly, the total value of the exchange offer is approx. 116.6 million based on the volume-weighted average share price ( 1.22) over the reference period 4 October - 2 November 2016.

Each new CapMan share under the Offer Consideration carry one (1) vote and together with the existing shares equal rights to dividend and other distributions of Company's assets to shareholders. CapMan will not make any distributions from the Company before the consummation of the Exchange Offer.

Norvestia's Board of Directors have formed a composition to evaluate and process the Exchange Offer consisting of Hannu Syrjnen, Georg Ehrnrooth and Arja Talma, who are Norvestia's Board of Directors independent of CapMan. Members of Norvestia's Board of Directors who are not independent of CapMan, that is, Heikki Westerlund and Niko Haavisto, have not in any way participated in the decision making related to the matter in Norvestia's Board of Directors. Norvestia's Board of Directors in its aforementioned composition has stated that it deems the terms of the Exchange Offer are economically fair, and that it recommends that Norvestia's shareholders accept the Exchange Offer. Norvestia's financial advisor Nordea Corporate & Investment Banking has prepared a fairness opinion statement for Norvestia on the Exchange Offer. Norvestia's Board of Directors will publish its final statement on the Exchange Offer in line with the Securities Market Act before the publication of the Offer Document.

Sampo Plc (on behalf of Norvestia's major shareholders Mandatum Life 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 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. Mikko and Hannu Laakkonen, Jukka Immonen as well as Sampo Oyj may cancel their commitments in certain situations, for instance if Norvestia's Board of Directors cancels their recommendation to accept the Exchange Offer. CapMan is also committed to vote in favour of the Extraordinary Dividend in Norvestia's extraordinary general meeting.

CapMan has no undertakings with regard to any compensation or other fees payable to the management and/or Board of Directors of Norvestia as a result of consummation of the Exchange Offer. CapMan and Norvestia's shareholders have not agreed on any additional arrangements related to the offer.

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 of the date of the publication of the Exchange Offer, shareholders representing approximately 60.3 per cent of the aggregate votes in CapMan have agreed to vote in favour of the authorisation for the directed share issue. As part of the arrangement, all of CapMan's A-shareholders 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 vote at CapMan's extraordinary general meeting in favour of amending CapMan's Articles of Association so that CapMan only has one share series. The 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.

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Publication:Mena Report
Date:Nov 4, 2016
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