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STOCK EXCHANGE RELEASE 19 Dec 2018

Pöyry PLC: ÅF AB (publ) commences the voluntary recommended public cash tender offer for all shares in Pöyry PLC on December 20, 2018

Pöyry PLC: ÅF AB (publ) commences the voluntary recommended public cash tender offer for all shares in Pöyry PLC on December 20, 2018

Pöyry PLC                                             Stock Exchange Release 19 December 2018 at 17:45 (EET)

This stock exchange release may not be released, published or otherwise distributed, in whole or in part, in or into, directly or indirectly, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction in which the tender offer would be prohibited by applicable law.

ÅF AB (publ) commences the voluntary recommended public cash tender offer for all shares in Pöyry PLC on December 20, 2018

As announced on December 10, 2018, ÅF AB (publ) ("ÅF") and Pöyry PLC ("Pöyry") have on December 10, 2018 entered into a combination agreement (the "Combination Agreement") pursuant to which ÅF will make a voluntary recommended public cash tender offer to purchase all issued and outstanding shares in Pöyry (the "Shares") (the "Tender Offer").

ÅF has today published the following information in a stock exchange release:

The Finnish Financial Supervisory Authority has on December 19, 2018 approved the Finnish language version of the tender offer document relating to the Tender Offer (the "Tender Offer Document"). The offer period for the Tender Offer will commence on December 20, 2018 at 9:30 a.m. (Finnish time) and expire on January 31, 2019 at 4:30 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued (the "Offer Period"). ÅF reserves the right to extend the Offer Period at any time in accordance with the terms and conditions of the Tender Offer.

The Finnish language version of the Tender Offer Document will be available on the internet at www.drivinggrowthtogether.com as of December 19, 2018. The English language translation of the Tender Offer Document will be available on the internet at www.drivinggrowthtogether.com as of December 19, 2018.

The price offered for each Share validly tendered in the Tender Offer is EUR 10.20 in cash (the "Offer Price"). The Offer Price represents a premium of:

  • 45.7 percent compared to EUR 7.00, i.e., the closing price of the Pöyry share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on December 7, 2018, the last trading day immediately preceding the announcement of the Tender Offer;
  • 36.2 percent compared to EUR 7.49, i.e., the three-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and
  • 60.3 percent compared to EUR 6.36, i.e., the twelve-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.
 

The Board of Directors of Pöyry has unanimously, subject to the terms and conditions of the Combination Agreement and its fiduciary duties under Finnish laws and regulations (including the recommendation regarding the procedures to be complied with in public tender offers issued by the Finnish Securities Market Association (the "Helsinki Takeover Code")), decided to recommend that the shareholders of Pöyry accept the Tender Offer. The statement of the Board of Directors of Pöyry containing the recommendation prepared pursuant to the Finnish Securities Market Act (746/2012, as amended) and the Helsinki Takeover Code is included as an annex to the Tender Offer Document. In order to support its assessment of the Tender Offer, the Board of Directors of Pöyry commissioned Advium Corporate Finance Ltd. to provide a fairness opinion concerning the Offer Price. The complete fairness opinion is attached to the statement of the Board of Directors of Pöyry.

Certain large shareholders and members of the senior management of Pöyry, together representing approximately 61.5 percent of the Shares and voting rights carried by the Shares, have irrevocably undertaken to accept the Tender Offer. As at December 18, 2018, ÅF held 6,271,527 Shares (including unsettled trades) representing approximately 10.5 percent of the Shares and voting rights carried by the Shares. ÅF's shareholding (including unsettled trades) and the above-mentioned irrevocable undertakings represent in total approximately 72.0 percent of the Shares and voting rights carried by the Shares.

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders' register of Pöyry maintained by Euroclear Finland Oy. Shareholders of Pöyry who do not receive such instructions or an acceptance form from their account operator should primarily contact their account operator. Secondarily, shareholders of Pöyry can contact Skandinaviska Enskilda Banken AB (publ) by sending an email to , where such shareholders of Pöyry can receive information for submitting their acceptance.

Those shareholders of Pöyry whose Shares are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the custodial nominee account holders. ÅF will not send an acceptance form or any other documents related to the Tender Offer to these shareholders of Pöyry.

A shareholder of Pöyry who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages the shareholder's book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. ÅF reserves the right to reject any acceptances that have been submitted erroneously or deficiently.

Any acceptance must be submitted in such a manner that it will be received within the Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period. Shareholders of Pöyry submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator has actually received it. ÅF reserves a right to reject any acceptance given in an incorrect or incomplete manner.

The completion of the Tender Offer is subject to certain conditions to be fulfilled or waived by ÅF on or by the date of ÅF's announcement of the final result of the Tender Offer, including, among others, all necessary regulatory approvals having been received by ÅF and ÅF having obtained more than 90 percent of the Shares and voting rights carried by the Shares.

The preliminary result of the Tender Offer will be announced by a stock exchange release on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed subject to the conditions to completion of the Tender Offer continuing to be fulfilled on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended and discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.

ÅF may buy Shares before, during and/or after the Offer Period in the public trading on Nasdaq Helsinki or otherwise.

The terms and conditions of the Tender Offer and ÅF's release referred to above have been attached in their entirety to this stock exchange release.

PÖYRY PLC

Additional information:

Juuso Pajunen, CFO
Tel. +358 10 33 26632

Attachment: Terms and conditions of the Tender Offer

Attachment: ÅF's Stock Exchange Release 19 December 2018

Pöyry is an international consulting and engineering company.  We serve clients across power generation, transmission & distribution, forest industry, biorefining & chemicals, mining & metals, infrastructure and water & environment. Together, we deliver smart solutions and work with the latest digital innovations. Pöyry's net sales in 2017 were EUR 522 million. The company's shares are quoted on Nasdaq Helsinki. Approximately 5500 experts. 40 countries. 115 offices.

In 2018 Pöyry is proud to be celebrating its 60th Anniversary, together with employees, clients and partners.

Important notice

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

THIS STOCK EXCHANGE 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 STOCK EXCHANGE 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 AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. 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 A TENDER OFFER OR ACCEPTANCE THEREOF 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, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE THE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. 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 LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, (INCLUDING BY USE OF, OR BY ANY MEANS OR INSTRUMENTALITY, INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE) AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

Notice to Shareholders in the United States

The Tender Offer is made to Pöyry's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Pöyry 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 Pöyry's other shareholders.

The Tender Offer is made for the issued and outstanding shares in Pöyry, a Finnish company. Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. The financial statements and financial information included in this stock exchange release or in the tender offer document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

It may be difficult for Pöyry's shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since ÅF and Pöyry 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. Pöyry's shareholders may not be able to sue ÅF or Pöyry 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 ÅF and Pöyry and their respective affiliates to subject themselves to a U.S. court's judgment.

The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended 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, ÅF and its affiliates or brokers (acting as agents for ÅF or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase, shares in Pöyry 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 stock exchange release or other means reasonably calculated to inform U.S. shareholders of Pöyry of such information. In addition, the financial advisers to ÅF may also engage in ordinary course trading activities in securities of Pöyry, which may include purchases or arrangements to purchase such securities.

Neither the U.S. Securities and Exchange Commission 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.

Forward-looking Statements

This stock exchange release includes "forward-looking statements." These statements may not be based on historical facts, but are statements about future expectations. When used in this stock exchange release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to ÅF, Pöyry, the Tender Offer or the combination of the business operations of ÅF and Pöyry identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this stock exchange release, including wherever this stock exchange release includes information on the future results, plans and expectations with regard to ÅF's business following the completion of the Tender Offer, including strategic plans, synergies and growth, and general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations that, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of ÅF to differ materially from those expressed or implied in the forward-looking statements. Neither ÅF nor any of its affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this stock exchange release.

Disclaimer

Skandinaviska Enskilda Banken AB (publ), which is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen), is acting as lead financial adviser to ÅF and no one else in connection with the Tender Offer and arranger in relation to the Tender Offer, will not regard any other person than ÅF as its client in relation to the Tender Offer and will not be responsible to anyone other than ÅF for providing the protection afforded to clients of Skandinaviska Enskilda Banken AB (publ) nor for providing advice in relation to the Tender Offer.

Access Partners Oy is acting as financial adviser to ÅF and no one else in connection with the Tender Offer, will not regard any other person than ÅF as its client in relation to the Tender Offer and will not be responsible to anyone other than ÅF for providing the protection afforded to clients of Access Partners Oy nor for providing advice in relation to the Tender Offer.