CapMan considers issuance of sustainability-linked notes and announces voluntary total redemption of its outstanding notes maturing in 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

CapMan Plc Stock Exchange Release / Inside information
4 April 2022 at 11.15 a.m. EEST

CapMan considers issuance of sustainability-linked notes and announces voluntary total redemption of its outstanding notes maturing in 2023

CapMan Plc ("CapMan" or the "Company") is considering the issuance of its first ever sustainability-linked notes with a principal amount of EUR 40-50 million (the "New Notes"). The potential issue is expected to take place in the near future subject to market conditions.

The New Notes are contemplated to be issued in accordance with the CapMan Sustainability-Linked Financing Framework published on https://www.capman.com/shareholders/debt-investors/. The offering of the New Notes emphasizes CapMan’s approach of integrating sustainability in its business model and its investments.

At the same time, the Company announces that it will redeem in full its outstanding senior unsecured callable fixed rate notes due 2023 (ISIN: FI4000315676) (the "Existing Notes") in accordance with Clause 8.3 of the terms and conditions of the Existing Notes (the "Terms and Conditions") (the "Voluntary Total Redemption"). The Existing Notes are listed on the official list of Nasdaq Helsinki Ltd. The current outstanding nominal amount of the Existing Notes is EUR 31.52 million.

CapMan intends to use the proceeds of the New Notes to finance the Voluntary Total Redemption and for general corporate purposes. The Voluntary Total Redemption is conditional on the successful issuance of the New Notes and the Company receiving the proceeds of the New Notes (the "New Issue Condition"). Subject to satisfaction or waiver of the New Issue Condition, CapMan will redeem the Existing Notes in full on 27 April 2022 (the "Redemption Date") and pay the holders of the Existing Notes a redemption price equal to 101.031 per cent. of the outstanding principal amount of each Existing Note together with all accrued but unpaid interest on such principal amount in accordance with the Terms and Conditions.

This announcement constitutes a notice of the voluntary redemption of the Existing Notes to the holders of the Existing Notes in accordance with the terms and conditions of the Existing Notes.

If the New Issue Condition   has not been satisfied or waived on or prior to the Redemption Date, the Existing Notes will remain outstanding and interest will continue to accrue in accordance with the Terms and Conditions.

OP Corporate Bank plc acts as Sole Sustainability-Linked Finance Framework adviser and Sole Lead Manager for the issue of New Notes.

For further information, please contact:

CAPMAN PLC

Linda Tierala 
Director, Communications and IR

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. As one of the private equity pioneers in the Nordics we have built value in unlisted businesses, real estate, and infrastructure for over three decades. With over to €4.5 billion in assets under management, our objective is to provide attractive returns and innovative solutions to investors. We are dedicated to set science-based targets to reduce our greenhouse gas emissions in line with the Paris Agreement. We have a broad presence in the unlisted market through our local and specialised teams. Our investment strategies cover minority and majority investments in portfolio companies and real estate, and infrastructure assets. We also provide wealth management solutions. Our service business includes procurement and analysis, reporting and back office services. Altogether, CapMan employs approximately 160 professionals in Helsinki, Stockholm, Copenhagen, Oslo, London and Luxembourg. We are listed on Nasdaq Helsinki since 2001.

Important information

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 CapMan. The distribution of this release and the related material concerning the issuance of the New Notes may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the New Notes, or otherwise to permit a public offering of the New Notes, in any jurisdiction. If CapMan decides to proceed with the issue of the New Notes, any offering material or documentation related to the New Notes may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering 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 offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the New Notes and this release and any related material concerning the issuance of the New Notes may not be sent to any person in the before mentioned jurisdictions.

The New Notes have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. The New Notes may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons, 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 offer materials relating to the New Notes is addressed to and directed at persons in the United Kingdom only 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 Order or (b) persons falling within Article 49(2)(a) to (d) 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.