Sponda Plc gives additional information on the contemplated rights offering and financing of the Forum acquisition

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA, SINGAPORE OR THE UNITED STATES OR ANY OTHER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
19 February 2016 at 9:50 am

Sponda Plc gives additional information on the contemplated rights offering and financing of the Forum acquisition

The Board of Directors of Sponda Plc (“Sponda” or “company”) has proposed to the Extraordinary General Meeting to be convened on 29 February 2016 that the Board of Directors would be authorised to resolve on an issue of at maximum 80,000,000 shares by way of a rights offering.

The Board of Directors gives the following additional information on the contemplated rights offering and financing of the Forum acquisition:

The company plans to raise approximately 220 million euro in the contemplated rights offering.

On 4 February 2016, Sponda announced the acquisition of the shares in Ab Mercator Oy, which owns in total six prime-properties in the Forum block, and the shares in Ab Forum Capital Oy, which manages the properties in question. Sponda will finance the acquisition with its existing cash funds and a short-term bridge loan of EUR 325 million. With the funds raised in the contemplated rights offering, the company aims to restore the capital structure and equity ratio level preceding the acquisition. The company intends to use the net proceeds from contemplated rights offering to the repayment of the bridge loan raised for the acquisition of the Forum properties.

The company has today signed an agreement relating to the above mentioned 325 million euro financing arrangement with Danske Bank A/S, Helsinki Branch. The loan will be drawn down for six months at most. The loan is unsecured and material terms and conditions are similar to the terms and conditions of other financing agreements of the company.

Further, the company has until today received an irrevocable subscription commitment from Forum Fastighets Kb in respect of the contemplated rights offering. Pursuant to the commitment Forum Fastighets Kb undertakes to subscribe for all new shares offered but unsubscribed for in the rights offering. The commitment is conditional on, among other things, the subscription price being at maximum 3.90 per new share and the number of new shares to be subscribed being at maximum 57,000,000. The Board of Directors will resolve on the possible acceptance of the subscription commitment if the rights offering is arranged.

The contemplated rights offering can be arranged only if the Extraordinary General Meeting authorises the Board of Directors to resolve on the rights offering and if, after receiving such authorisation, the Board of Directors resolves on the rights offering and its terms and conditions, including the subscription price of the new shares.

Sponda expects that the acquisition will be concluded by the end of February 2016, once the standard conditions for acquisitions are satisfied. The completion of the acquisition is not conditional on the realisation of the rights offering. 

Danske Bank A/S, Helsinki Branch will act as the Sole Global Coordinator of the contemplated rights offering is and Krogerus Attorneys Ltd acts as the legal adviser to Sponda. Castrén & Snellman Attorneys Ltd acts as the legal adviser to the Lead Arranger.

Helsinki 19 February 2016

SPONDA PLC

Board of Directors

Additional information: Kari Inkinen, President and CEO, tel. +358 20 431 3311 or +358 400 402 653

Sponda Plc is a property investment company specializing in commercial properties in the largest cities in Finland. Sponda’s business concept is to own, lease and develop retail and office properties and shopping centres into environments that promote the business success of its clients. The fair value of Sponda’s investment properties is approximately EUR 3.1 billion and the leasable area is around 1.2 million m².

DISCLAIMER

The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, 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. No public offer or invitation to acquire securities of the company is being made by or in connection with this release. Any such offer will be made solely by means of an offering circular once it has been approved by the Finnish Financial Supervisory Authority and published in accordance with the law, and any supplement thereto.

This announcement does 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 announcement or any of its contents.

The information contained in this announcement is for background purposes only and does 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 announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. Any subscription for securities should be made solely on the basis of the information contained in the offering circular to be issued by the company in due course.

This announcement 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 announcement. The company disclaims any obligation to update any forward-looking statements contained in this announcement, except as required pursuant to applicable law.