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Monday, 7 August 2017

PRELIMINARY RESULT OF THE SUBSEQUENT OFFER PERIOD OF POLAR BIDCO S.À R.L.'S TENDER OFFER FOR ALL SHARES IN SPONDA PLC

Sponda Oyj    

Published: 14:25 CEST 07-08-2017 /GlobeNewswire /Source: Sponda Oyj / : SDA1V /ISIN: FI0009006829

PRELIMINARY RESULT OF THE SUBSEQUENT OFFER PERIOD OF POLAR BIDCO S.À R.L.'S TENDER OFFER FOR ALL SHARES IN SPONDA PLC

 

 

 

THIS  RELEASE MAY NOT BE RELEASED,  PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR  IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

 

Sponda  Plc                         Stock Exchange Release                             August 7, 2017 at 15.25

 

PRELIMINARY RESULT OF THE SUBSEQUENT OFFER PERIOD OF POLAR BIDCO S.À R.L.'S TENDER OFFER FOR ALL SHARES IN SPONDA PLC

 

The subsequent offer period (the "Subsequent Offer Period") under the voluntary recommended public tender offer by Polar Bidco S.à r.l. (the "Offeror"), a corporation owned by funds advised by affiliates of The Blackstone Group L.P. (together with its consolidated subsidiaries, "Blackstone"), to purchase all the issued and outstanding shares in Sponda Plc ("Sponda") (the "Tender Offer") commenced on July 21, 2017 and expired on August 4, 2017.

 

The Offeror has announced today that according to the preliminary result of the Subsequent Offer Period, the shares tendered during the Subsequent Offer Period represent approximately 0.94 percent of all the shares and voting rights in Sponda. Together with the shares tendered during the actual offer period and otherwise acquired by the Offeror through market purchases until August 4, 2017, the shares tendered during the Subsequent Offer Period represent approximately 98.80 percent of all the shares and voting rights in Sponda.

 

The Offeror has announced today that the Offeror will announce the final percentage of the shares validly tendered during the Subsequent Offer Period on or about August 8, 2017. The offer price for the shares validly tendered during the Subsequent Offer Period will be paid to the shareholders on or about August 11, 2017 in accordance with the payment procedures described in the terms and conditions of the Tender Offer.

 

The Offeror's intention is to acquire all the shares in Sponda. As the Offeror's ownership in Sponda has exceeded nine-tenths (9/10) of the shares and voting rights in Sponda, the Offeror has initiated mandatory redemption proceedings for the remaining Sponda shares under the Finnish Companies Act.

 

The Offeror may purchase shares in Sponda also in public trading on Nasdaq Helsinki Ltd or otherwise at a price not exceeding the offer price of EUR 5.07 per share.

 

Sponda Plc

 

Sponda in brief:

 

Sponda 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 centers into environments that promote  the business  success of  its clients.  As at  March 31, 2017, the fair value  of Sponda's investment  properties was approximately  EUR 3.8 billion and the leasable area was approximately 1.2 million square meters.

 

www.sponda.fi/en

 

THIS  RELEASE MAY NOT BE RELEASED,  PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR  IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

 

THIS  RELEASE IS NOT A TENDER OFFER DOCUMENT  AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER  TO SELL OR THE  SOLICITATION OF AN OFFER  TO BUY ANY SECURITIES DESCRIBED HEREIN,  AND  IS  NOT  AN  EXTENSION  OF  THE  TENDER  OFFER,  IN CANADA, JAPAN, AUSTRALIA,  SOUTH AFRICA OR  HONG KONG. INVESTORS  SHALL ACCEPT THE TENDER OFFER FOR  THE SHARES ONLY ON THE BASIS OF  THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.  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 TENDER OFFER DOCUMENT  OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

 

THE  TENDER OFFER IS NOT  BEING MADE DIRECTLY OR  INDIRECTLY IN ANY JURISDICTION WHERE  PROHIBITED  BY  APPLICABLE  LAW  AND,  WHEN  PUBLISHED,  THE TENDER OFFER DOCUMENT  AND  RELATED  ACCEPTANCE  FORMS  WILL  NOT AND MAY NOT BE DISTRIBUTED, FORWARDED  OR  TRANSMITTED  INTO  OR  FROM  ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE  LAW. IN PARTICULAR, THE TENDER OFFER  IS NOT BEING MADE, DIRECTLY OR INDIRECTLY,  IN OR INTO, OR BY USE OF THE  POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY  (INCLUDING, WITHOUT LIMITATION,  FACSIMILE TRANSMISSION, TELEX, TELEPHONE  OR ELECTRONIC  TRANSMISSION BY  WAY OF  THE INTERNET OR OTHERWISE) OF INTERSTATE  OR FOREIGN COMMERCE  OF, OR ANY  FACILITIES OF A NATIONAL SECURITIES EXCHANGE  OF, CANADA,  JAPAN, AUSTRALIA,  SOUTH AFRICA  OR HONG KONG. THE TENDER OFFER  CANNOT BE  ACCEPTED, DIRECTLY  OR INDIRECTLY,  BY ANY  SUCH USE, MEANS OR INSTRUMENTALITY  OR FROM WITHIN  CANADA, JAPAN, AUSTRALIA,  SOUTH AFRICA OR HONG KONG.  NO HOLDER AND ANY PERSON ACTING FOR THE ACCOUNT OR BENEFIT OF A HOLDER IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG SHALL BE PERMITTED TO ACCEPT THE TENDER OFFER.

 

Notice to Shareholders in the United States

 

U.S.  shareholders are  advised that  Sponda's shares  are not  listed on a U.S. securities  exchange and  that Sponda  is not  subject to the periodic reporting requirements  of  the  U.S.  Securities  Exchange  Act  of 1934, as amended (the "Act"),  and is not  required to, and  does not, file  any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

 

The  Tender Offer is made to Sponda's shareholders resident in the United States on  the same  terms and  conditions as  those made  to all other shareholders of Sponda to whom an offer is made. Any information documents, including the Tender Offer  Document,  are  being  disseminated  to  U.S.  shareholders  on  a  basis comparable  to the  method that  such documents  are provided  to Sponda's other shareholders.

 

The  Tender  Offer  is  made  for  the  shares  in  Sponda,  a  Finnish company. Information  distributed in connection with the Tender Offer and the combination is subject to disclosure requirements of Finland, which are different from those of  the United  States. The  financial information  included in this release has been  prepared in accordance with accounting standards in Finland, which may not be  comparable to  the financial  statements or  financial information of United States companies.

 

It  may be difficult for  Sponda's shareholders to enforce  their rights and any claim they may have arising under the federal securities laws, since the Offeror and  Sponda are  located in  non-U.S. jurisdictions,  and some  or all  of their respective  officers and directors  may be residents  of non-U.S. jurisdictions. Sponda's  shareholders may  not be  able to  sue the  Offeror or Sponda or their respective  officers or directors in a non-U.S. court for violations of the U.S. securities  laws. It may be difficult to compel the Offeror and Sponda and their respective affiliates to subject themselves to a U.S. court's judgment.

 

The Tender Offer is expected to be made in the United States pursuant to Section 14(e) and  Regulation  14E under  the  Act  as  a "Tier  II"  tender offer, and otherwise  in accordance with the requirements  of Finnish law. Accordingly, the Tender  Offer will be  subject to disclosure  and other procedural requirements, including  with  respect  to  withdrawal  rights,  offer  timetable,  settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

 

To  the extent permissible under applicable  law or regulations, the Offeror and its  affiliates or brokers (acting as agents  for the Offeror or its affiliates, as  applicable) may  from time  to time  after the  date hereof,  and other than pursuant  to the  Tender Offer,  directly or  indirectly purchase  or arrange to purchase,  shares of  Sponda, that  are the  subject of  the Tender Offer or any securities  that are convertible into, exchangeable  for or exercisable for such shares.  To  the  extent  information  about  such  purchases or arrangements to purchase  is made public in Finland, such information will be disclosed by means of  a  press  release  or  other  means  reasonably  calculated  to  inform U.S. shareholders  of Sponda of such information. In addition, the financial advisors to  the  Offeror  may  also  engage  in  ordinary  course  trading activities in

securities  of Sponda, which  may include purchases  or arrangements to purchase such securities.

 

Neither  the  SEC  nor  any  U.S.  state  securities  commission has approved or disapproved  the  Tender  Offer,  or  passed  any  comment  upon the adequacy or completeness of the Tender Offer Document. Any representation to the contrary is a criminal offence in the United States.

 

Disclaimers

 

UBS  Limited is authorized by the  Prudential Regulation Authority and regulated by  the Financial Conduct  Authority and the  Prudential Regulation Authority in the  United Kingdom. UBS Limited is acting as financial adviser to Sponda and no one  else for the purpose of the consideration  of the Tender Offer and will not be responsible to anyone other than Sponda for providing the protections offered to  clients of UBS  Limited nor for  providing advice in  relation to the Tender Offer.





This announcement is distributed by Nasdaq Corporate Solutions (One Liberty Plaza, 165 Broadway, New York, NY 10006. Tel: +1 212 401 8700. www.nasdaqomx.com) on behalf of NASDAQ OMX Corporate Solutions clients. Source: Sponda Oyj, Korkeavuorenkatu 45 P.O. Box 940, Helsinki FI-00101, Finland
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