CapMan Oyj: CapMan announces indicative tender offer results for its outstanding notes due 2025

CapMan Plc
Stock Exchange Release
31 May 2024 at 18:00 EEST

CapMan announces indicative tender offer results for its outstanding notes due 2025

CapMan Plc (the "Company") announces today the indicative results of the invitation to all holders of its outstanding EUR 50 million 4.000 per cent notes due 9 December 2025 (ISIN: FI4000456132) (the "Notes") to tender the Notes for cash (the "Tender Offer").

The offer period for the Tender Offer expired at 4:00 p.m. Finnish time (EEST) today (the "Expiration Deadline"). At the Expiration Deadline, the aggregate principal amount of Notes validly tendered by the noteholders for purchase was EUR 45,929,000.

Pursuant to the terms of the Tender Offer, the Company has reserved the right, in its sole discretion, to decide on acceptance of the Notes for purchase, including not to accept any Notes for purchase. The acceptance by the Company of any Notes for purchase is subject to, without limitation, the pricing of the potential issue of new euro-denominated notes and other conditions set out in the tender offer memorandum dated 24 May 2024 (the "New Issue Condition"). As at the date of this announcement, the New Issue Condition has not yet been fulfilled.

The non-binding indicative aggregate nominal amount of the Notes expected to be accepted for purchase pursuant to the Tender Offer in the event that the New Issue Condition is satisfied (or waived) is EUR 45,929,000.

The Company expects to announce the final results of the Tender Offer, and whether the New Issue Condition has been fulfilled or waived, as soon as feasible, and no later than 14 June 2024.

Additional information may be obtained from the Dealer Manager.

Dealer Manager:

OP Corporate Bank plc

Telephone: +358 50 599 1281

Attention: Thomas Ulfstedt

Email: liabilitymanagement@op.fi

For further information, please contact:

CAPMAN PLC

For further information, please contact:

Stina Lähteenoja

Communications Manager

+358 45 840 8438

Distribution:

Nasdaq Helsinki

Principal media

www.capman.com

About CapMan

CapMan is a leading Nordic private asset expert with an active approach to value creation and €5.7 billion in assets under management. As one of the private equity pioneers in the Nordics we have developed hundreds of companies and assets creating significant value for over three decades. Our objective is to provide attractive returns and innovative solutions to investors by enabling change across our portfolio companies. An example of this is greenhouse gas reduction targets that we have set under the Science Based Targets initiative in line with the 1.5°C scenario and our commitment to net-zero GHG emissions by 2040. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover real estate and infrastructure assets, natural capital and minority and majority investments in portfolio companies. We also provide wealth management solutions. Our service business includes procurement services. Altogether, CapMan employs around 200 professionals in Helsinki, Jyväskylä, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the Tender Offer may, in certain jurisdictions, be restricted by law. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular, this release and any such material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. None of the Company, the Dealer Managers or the Tender Agent or any of their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, are aware of these restrictions or not. Please refer to the Tender Offer Memorandum for a full description of such restrictions.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), the securities laws of any state of the United States or other jurisdiction. Any securities referred to herein may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) are within Article 43(2) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as "relevant persons"). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.