NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SINGAPORE OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Sponda Plc Stock Exchange Release 31 March 2016, 12:15
Final result of Sponda’s successful rights offering
All the offered 56,615,092 shares (“Offer Shares”) were subscribed for in Sponda Plc’s (“Sponda” or the “Company”) rights offering (“Offering”) which ended on 23 March 2016. A total of 19,395,976 shares were subscribed for based on subscription rights, representing approximately 34.3 per cent of the Offer Shares. Forum Fastighets Ab (prior to the change of its company form Forum Fastighets Kb) committed to subscribe for any Offer Shares that remain unsubscribed for in the Offering (“Additional Subscription Commitment”). The subscription pursuant to the Additional Subscription Commitment amounts to 37,219,116 Offer Shares, representing approximately 65.7 per cent of the Offer Shares. The Offering was thus fully subscribed for.
The Board of Directors of Sponda has approved all subscriptions made in the Offering based on the subscription rights as well as the subscription made pursuant to the Additional Subscription Commitment.
The subscription price was EUR 3.90 per Offer Share, and Sponda raised gross proceeds of approximately EUR 220.8 million through the Offering. As a result of the Offering, the total number of shares in Sponda will increase to 339,690,554 shares. The Offer Shares will entitle their holders to full shareholder rights in Sponda after the new shares have been registered with the Finnish Trade Register and in Sponda’s shareholder register on or about 1 April 2016. The Offer Shares will not entitle to the dividend, which will be paid on 1 April 2016 according to the decision of the Annual General Meeting held on 21 March 2016.
Trading in the interim shares representing the Offer Shares, excluding such Offer Shares that are subscribed for pursuant to the Additional Subscription Commitment and which are not represented by interim shares, commenced on 24 March 2016. Interim shares will be combined with Sponda’s existing class of shares when the Offer Shares, including those new shares that are subscribed for pursuant to the Additional Subscription Commitment, have been registered with the Finnish Trade Register, which is expected to occur on or about 1 April 2016. Trading in the Offer Shares on the official list of Helsinki Stock Exchange together with Sponda’s existing shares will commence on or about 1 April 2016.
Helsinki 31 March 2016
Sponda Plc
Additional information: Kari Inkinen, President and CEO, tel. +358 20 431 3311
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore or the United States. The issue, exercise or sales of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
These written materials do not constitute an offer for sale of securities in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the Offering in the United States or to conduct a public offering of securities in the United States.
The Company has not authorised any offer to the public of securities in any member state of the European Economic Area other than Finland. With respect to each member state of the European Economic Area other than Finland which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression "an offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
The information contained herein shall not constitute a public offering of shares in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The information contained in this document is for background purposes only anddoes not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. The information in this document is subject to change.
This document contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as at the date of this document. The Company disclaims any obligation to update any forward-looking statements contained in this document, except as required pursuant to applicable law.