CapMan Buyout portfolio company Harvia Plc to be listed on Nasdaq Helsinki stock exchange

CapMan Buyout press release                                           21 March 2018 at 5.45 p.m. EET

CapMan Buyout portfolio company Harvia Plc to be listed on Nasdaq Helsinki stock exchange

Not for release, publication or distribution, directly or indirectly, or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa or any other jurisdiction in which the distribution or release would be unlawful.

CapMan Buyout portfolio company Harvia is listing its shares on Helsinki Stock Exchange. CapMan invested in Harvia in 2014, and two funds managed by CapMan, CapMan Buyout X Fund A L.P and CapMan Buyout X Fund B Ky, owned a total of 69.5% of all shares in Harvia before IPO. The funds managed by CapMan will remain as significant shareholders with an over 20% shareholding after the IPO.

The Board of Directors of Harvia Plc ("Harvia" or the "Company") have today decided together with CapMan Buyout X Fund A L.P and CapMan Buyout X Fund B Ky (together the "Funds Managed by CapMan"), acting on behalf of the Sellers (as defined below), on the completion of the IPO (as defined below). The final subscription price (the "Final Subscription Price") of the Offer Shares (as defined below) in the IPO is EUR 5.00 per Offer Share (as defined below), corresponding to a market capitalization of approximately EUR 93.5 million immediately following the IPO. The demand in the IPO was strong and the IPO was oversubscribed. Trading in the Company's shares (the "Shares") is expected to start on the Pre-list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") on or about 22 March 2018.

In the IPO, Harvia will issue 9,014,436 new Shares in the Company (the "New Shares") in total (the "Share Issue"), in addition to which the Funds Managed by CapMan and certain other existing shareholders in the Company (the "Sellers") will sell 1,250,729 Shares (the "Sale Shares") (the "Share Sale") (the New Shares and the Sale Shares together the "Offer Shares" and the Share Issue and the Share Sale together the "IPO"). The number of Sale Shares including the overallotment option amount to 2,789,838.

"CapMan invested in Harvia four years ago and already then we saw an IPO as an attractive opportunity for the company. We have developed Harvia towards this objective by strengthening the management, investing in international growth, both organically and through acquisitions, and by developing processes and reporting to the level required from a publicly listed company. I want to thank the management and whole personnel for their excellent work. CapMan remains as a significant shareholder after the IPO and I am confident that Harvia has a very good basis to continue executing its strategy successfully as a stock exchange listed company," comments Anders Björkell, Partner at CapMan Buyout.

"Harvia is one of the leading companies operating today in the sauna and spa market. The direction earlier set by the Harvia family combined with the motivated and competent personnel and the know-how and support of the CapMan team, have together successfully developed Harvia into a stock-listed company. I want to express my warmest thanks on behalf of the whole management team to all parties involved in this process. It is a pleasure that both CapMan and Harvia family remain as significant owners after the IPO. At the same time, we want to welcome all new shareholders to an exciting company in the growing sauna and spa market," comments Tapio Pajuharju, CEO of Harvia Plc.

Harvia's stock exchange release is available on the Company's website at www.harvia.fi/en.

For further information, please contact:
Anders Björkell, Partner, CapMan Buyout, tel. +358 40 5377 566

CapMan
www.capman.com
@CapManPE

CapMan is a leading Nordic private asset expert with an active approach to value-creation in its target companies and assets. We offer a wide selection of investment products and services. As one of the Nordic private equity pioneers we have developed hundreds of companies and real estate and created substantial value in these businesses and assets over the last 28 years. CapMan has today 118 private equity professionals and manages approximately €2.8 billion in assets under management. We mainly manage the assets of our customers, the investors, but also make investments from our own balance sheet. Our objective is to provide attractive returns and innovative solutions to investors. Our current investment strategies cover Real Estate, Buyout, Russia, Credit, Growth Equity and Infrastructure. We also have a growing service business that currently includes procurement services (CaPS), fundraising advisory (Scala Fund Advisory), and fund management services.

Harvia
www.harvia.fi/en 

Harvia is one of the leading companies operating in the sauna and spa market globally, as measured by revenue.[1] Harvia's brands and product offering are well-known in the market[2] and the Company's comprehensive product offering strives to meet the needs of the international sauna and spa market, of both private and professional customers.

Harvia's revenue amounted to 60.1 million euros in 2017, its operating profit was 9.3 million euros and adjusted operating profit 10.7 million euros during the same period. The Company employs some 365 professionals in Finland, China and Hong Kong, Romania, Austria, Germany and Estonia. The company's headquarters in Muurame, Finland are adjacent to its largest sauna and sauna component manufacturing facility.

DISCLAIMER

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa. The information contained herein does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Harvia Plc (the "Company") does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company, Danske Bank A/S, Finland Branch and Handelsbanken Capital Markets, a part of Svenska Handelsbanken AB (publ), assume 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 or offer 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. Investors must neither accept any offer for, nor acquire, any securities referred to in this release, unless they do so on the basis of the information contained in the prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area. With respect to each Member State of the European Economic Area other than Finland and 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 fulfils the requirements of 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.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who 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") and (iii) high net worth entities, 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 communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

[1] International Management Consultant Analysis conducted in autumn 2017 and commissioned by Harvia.

[2] The Harvia brand was the most recognised sauna brand in a survey of Finnish, Swedish, German, Russian and American consumers (altogether 810 consumers) conducted by an international management consultant company in autumn 2017 and commissioned by Harvia.