Technopls Ventures Ltd. — M&A Activity 2018

Sep 6, 2018

Kildare Nordic Acquisitions S.à r.l commences the voluntary recommended public tender offer for all shares in Technopolis Plc on September 7, 2018

Kildare Nordic Acquisitions S.à r.l commences the voluntary recommended public tender offer for all shares in Technopolis Plc on September 7, 2018

TECHNOPOLIS PLC          STOCK EXCHANGE RELEASE          September 6, 2018 at 9:30 a.m. EEST

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 SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE “IMPORTANT NOTICE” BELOW.

Kildare Nordic Acquisitions S.à r.l commences the voluntary recommended public tender offer for all shares in Technopolis Plc on September 7, 2018

As announced on August 28, 2018, Kildare Nordic Acquisitions S.à r.l (the “Offeror”), a private limited company ultimately owned by Kildare European Partners II, L.P., a fund which is advised by an affiliate of Kildare Holdings, Ltd. (together with their consolidated group entities, “Kildare Partners”) and Technopolis Plc (“Technopolis” or the “Company”) entered on August 28, 2018 into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror will make a voluntary recommended public cash tender offer to acquire all issued and outstanding shares in Technopolis that are not held by Technopolis or its subsidiaries (the “Shares”) (the “Tender Offer”).

Technopolis has today received the following information from the Offeror:

The Finnish Financial Supervisory Authority has on September 6, 2018 approved the tender offer document relating to the Tender Offer (the “Tender Offer Document”). The offer period for the Tender Offer will commence September 7, 2018 at 9.30 a.m. (Finnish time) and expires on October 10, 2018 at 4.00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued (the “Offer Period”). The Offeror 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.technopolis.fi/sijoittajille/osake-ja-osakkeenomistajat/ostotarjous-2018 and www.nordea.fi/osakkeet as of September 6, 2018. The English language translation of the Tender Offer Document will be available on the Internet at www.technopolis.fi/en/investors/share-and-shareholders/tender-offer-2018 and www.nordea.fi/equities as of September 6, 2018.

In the Tender Offer, the Offeror offers cash consideration of EUR 4.65 for each Share validly tendered in the Tender Offer (the “Offer Price”). The Tender Offer values Technopolis’ total equity at approximately EUR 729.7 million, on a fully diluted basis.

The Board of Directors of Technopolis has unanimously recommended in its statement published on September 4, 2018 that the shareholders of Technopolis accept the Tender Offer. The statement of the Board of Directors of Technopolis containing the recommendation prepared pursuant to the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”) and the Helsinki Takeover Code is included as an appendix to the Tender Offer Document. In order to support its assessment of the Tender Offer, the Board of Directors of Technopolis commissioned Skandinaviska Enskilda Banken AB (publ) Helsinki Branch to provide a fairness opinion concerning the Offer Price. The complete fairness opinion is attached to the statement of the Board of Directors of Technopolis.

The two largest shareholders of Technopolis, Varma Mutual Pension Insurance Company and Mercator Capital Ab, together representing approximately 34.5 percent of all of the shares and votes in Technopolis have irrevocably undertaken to accept the Tender Offer except in the event that a public tender offer is announced in accordance with the Finnish Securities Markets Act by a third party with regard to all Shares with consideration of at least EUR 5.12 per Share and that the Offeror does not match or exceed the consideration offered in such public tender offer within three days from the first public announcement of such public tender offer.

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 Technopolis maintained by Euroclear Finland Ltd. Shareholders of Technopolis who do not receive such instructions or an acceptance form from their account operator or asset manager can contact any branch office of Nordea Bank AB (publ), Finnish Branch, where such shareholders of Technopolis can receive all necessary information and submit their acceptance of the Tender Offer, and if such shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information. Nordea Bank AB (publ), Finnish Branch will not be engaging in communications relating to the Tender Offer with shareholders located within the United States. Those shareholders of Technopolis whose Shares are nominee-registered and who wish to accept the Tender Offer, must effect such acceptance in accordance with the instructions given by the custodial nominee account holders.

The preliminary result of the Tender Offer will be announced on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or 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 being 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 or discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares that have been validly tendered and accepted in the Tender Offer and that have not been validly withdrawn will be confirmed.

The completion of the Tender Offer is subject to certain conditions to be fulfilled (or waived by the Offeror) on or by the date of the Offeror’s announcement of the final result of the Tender Offer, including, among others, all necessary regulatory approvals having been received by the Offeror and the Tender Offer having been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis more than 90 percent of the Shares and voting rights in the Company.

The Offeror reserves the right to acquire Shares during the Offer Period (including any extension thereof) and any subsequent offer period in public trading on Nasdaq Helsinki Ltd or otherwise.

The detailed terms and conditions of the Tender Offer are attached to this release as Appendix 1.

The Offeror has appointed J.P. Morgan Securities plc as lead financial adviser, Nordea Bank AB (publ), Finnish Branch as Finnish financial adviser to the Offeror and as arranger in relation to the Tender Offer outside the United States, and Hannes Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer. Technopolis has appointed Skandinaviska Enskilda Banken AB (publ) Helsinki Branch as financial adviser and White & Case LLP as legal adviser in connection with the Tender Offer.

Further information:

Technopolis Plc

Juha Laaksonen, Chairman of the Board of Directors

Contacts: Minna Karttunen, Head of IR, tel: +358 40 513 3225

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Kildare Partners**

Emer Finnan, Partner, tel. +44 (0)207 045 3100

Kreab Oy

Matti Saarinen, Senior Partner, tel. +358 40 505 0667

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Kildare Partners in brief:**

Kildare Partners is a real estate investment firm, founded in 2013, that has raised over EUR 3.5 billion of discretionary equity capital commitments from an institutional group of investors, which includes pension funds, endowment funds and sovereign wealth funds. Since its inception, Kildare Partners has acquired circa EUR 4.4 billion of real estate assets across the United Kingdom, Germany, the Netherlands, Ireland, Italy, Sweden, Norway, France, Portugal and Belgium.

Technopolis in brief:

Technopolis is a shared workspace expert. It provides efficient and flexible offices, coworking spaces and everything that goes with them. Technopolis’ services run from designing the workspace to reception, meeting solutions, restaurants and cleaning. Technopolis is obsessed with customer satisfaction and value creation. Its 17 campuses host 1,600 companies with 50,000 employees in six countries within the Nordic and Baltic Sea region. Technopolis Plc (TPS1V) is listed on Nasdaq Helsinki. www.technopolis.fi/en

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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 THE SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA (“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 AN 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 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 PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THE COMPLETION OF THE TENDER OFFER IS SUBJECT TO THE CONDITION, AMONG OTHER THINGS, THAT IT HAS BEEN VALIDLY ACCEPTED WITH RESPECT TO SHARES REPRESENTING, TOGETHER WITH ANY SHARES OTHERWISE HELD BY THE OFFEROR PRIOR TO THE ANNOUNCEMENT OF THE FINAL RESULT OF THE TENDER OFFER, ON A FULLY DILUTED BASIS MORE THAN 90 PERCENT OF THE SHARES AND VOTING RIGHTS IN TECHNOPOLIS AS MORE FULLY DESCRIBED IN THE TENDER OFFER DOCUMENT. THE OFFEROR, HOWEVER, RESERVES THE RIGHT TO WAIVE OR LOWER THIS CONDITION. IN THAT CASE, THE OFFEROR MAY HOLD A SIMPLE MAJORITY OF THE SHARE CAPITAL OR VOTING RIGHTS OF TECHNOPOLIS BUT MAY NOT HAVE SUFFICIENT HOLDINGS TO DETERMINE ALONE THE OUTCOME OF CORPORATE DECISIONS THAT REQUIRE A TWO-THIRDS MAJORITY OF SHAREHOLDERS’ VOTES. TECHNOPOLIS’ TENDERING SHAREHOLDERS SHOULD WITHDRAW TENDERED SECURITIES IMMEDIATELY IF THEIR WILLINGNESS TO TENDER INTO THE TENDER OFFER WOULD BE AFFECTED BY THE REDUCTION OR WAIVER OF THE VOLUNTARY OVERALL ACCEPTANCE THRESHOLD.

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Notice to Shareholders in the United States**

U.S. shareholders are advised that the shares in Technopolis are not listed on a U.S. securities exchange and that Technopolis is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange 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 Technopolis’ shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Technopolis 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 Technopolis’ other shareholders.

The Tender Offer is made for the issued and outstanding shares in Technopolis, 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 Technopolis’ shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and Technopolis 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. Technopolis’ shareholders may not be able to sue the Offeror or Technopolis 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 Technopolis 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 Exchange 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, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, Shares 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 Technopolis of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Technopolis, which may include purchases or arrangements to purchase such securities.

The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

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.

Disclaimer

J.P. Morgan Securities plc, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as lead financial adviser to the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of J.P. Morgan Securities plc, and will not be responsible to any person for providing advice in relation to the Tender Offer.

Nordea Bank AB (publ), Finnish Branch is acting as Finnish financial adviser to the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of Nordea Bank AB (publ), Finnish Branch, nor for providing advice in relation to the Tender Offer or the other matters referred to in this stock exchange release. For the avoidance of doubt, Nordea Bank AB (publ), Finnish Branch is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Tender Offer with investors located within the United States. U.S. shareholders should contact their brokers with any questions relating to the Tender Offer.

Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) in cooperation with the Finnish Financial Supervisory Authority (Finanssivalvonta). Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is acting as financial adviser to Technopolis and no one else for the purpose of the consideration of the Tender Offer and will not be responsible to anyone other than Technopolis for providing the protection offered to clients of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch nor for providing advice in relation to the Tender Offer.

Appendix 1

TERMS AND CONDITIONS OF THE TENDER OFFER

Object of the Tender Offer

Through a voluntary public cash tender offer in accordance with Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”) and subject to the terms and conditions set forth herein, Kildare Nordic Acquisitions S.à r.l. (the “Offeror”) offers to acquire all of the issued and outstanding shares in Technopolis Plc (the “Company” or “Technopolis”) that are not held by Technopolis or its subsidiaries (the “Shares”) (the “Tender Offer”). The Offeror and the Company have on 28 August 2018 entered into a combination agreement (the “Combination Agreement”) pursuant to which the Tender Offer has been made by the Offeror.

Offer Price

The Tender Offer was announced by the Offeror on 28 August 2018 (the “Announcement”). The price offered for each Share validly tendered in the Tender Offer is EUR 4.65 in cash (the “Offer Price”).

The Offer Price has been determined based on 156,915,219 Shares issued and outstanding as at the date of this tender offer document (the “Tender Offer Document”). In the event that the number of Shares increases or Technopolis issues special rights entitling to Shares in accordance with Chapter 10 of the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”) prior to the Completion Date (as defined below), the Offeror will have the right to adjust the Offer Price accordingly.

If a decision is made at a general meeting of shareholders of Technopolis or by the Board of Directors of Technopolis prior to the Completion Date to distribute dividends or other assets in accordance with Chapter 13, Section 1 of the Finnish Companies Act to which a holder of Shares who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution per Share will be deducted from the Offer Price.

Offer Period

The offer period for the Tender Offer will commence on 7 September 2018 at 9:30 am (Finnish time) and expire on 10 October 2018 at 4:00 pm (Finnish time) unless the offer period is extended or any extended offer period is discontinued as described below (the “Offer Period”).

The Offeror may extend the Offer Period (i) at any time until the Conditions to Completion (as defined below) have been fulfilled or waived and/or (ii) with a Subsequent Offer Period (as defined below) in connection with the announcement of the final result of the Tender Offer whereby the Offeror also declares the Tender Offer unconditional, as set forth below. The Offeror will announce a possible extension of the Offer Period, including the duration of the extended Offer Period, which shall be at least two weeks, by a stock exchange release on the first (1st) Finnish banking day following the expiration of the original Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period or an extension of a discontinued extended Offer Period on the first (1st) Finnish banking day following the expiration of an already extended Offer Period or a discontinued extended Offer Period, at the latest.

The maximum duration of the Offer Period in its entirety may be ten (10) weeks. If, however, the Conditions to Completion have not been fulfilled due to a particular obstacle as provided in the regulations and guidelines (9/2013) of the Finnish Financial Supervisory Authority (the “FFSA”) on Takeover Bids and Mandatory Bids, the Offeror may extend the duration of the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to consider the situation in question. In this case, the Offeror will announce a new expiration date no less than two (2) weeks prior to the date of expiration of any extended Offer Period. Furthermore, any Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.

The Offeror may discontinue any extended Offer Period. The Offeror will announce its decision on the discontinuation of any extended Offer Period as soon as possible after such a decision has been made and, in any case, no less than two (2) weeks prior to the expiration of the discontinued extended Offer Period. If the Offeror discontinues an extended Offer Period, the Offer Period will expire at an earlier time on a date announced by the Offeror.

The Offeror reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer as set forth in “––Announcement of the Result of the Tender Offer” below (such extended Offer Period, the “Subsequent Offer Period”). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in the final result announcement. The expiration of a Subsequent Offer Period will be announced at least two (2) weeks before the expiration of such Subsequent Offer Period.

Conditions to Completion of the Tender Offer

A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion”) are fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act, or, to the extent permitted by applicable law, their fulfilment is waived by the Offeror:

1. 1. 1. 1. 1. The Tender Offer has been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis more than ninety (90) per cent of the Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act governing the right and obligation to commence redemption proceedings;
               2. The receipt of all necessary approvals, permits, consents, clearances or other actions by any competition authorities or other regulatory authorities required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror;
               3. No legislation or other regulation has been issued or decision by a competent court or regulatory authority has been given that would wholly or in any material part prevent or postpone the completion of the Tender Offer;
               4. No fact or circumstance has arisen after the announcement of the Tender Offer that constitutes a Material Adverse Change;
               5. The Combination Agreement has not been terminated in accordance with its terms and remains in full force and effect;
               6. The Board of Directors of the Company has issued its unanimous recommendation that the shareholders of the Company accept the Tender Offer and the recommendation remains in full force and effect and has not been modified, cancelled or changed (excluding any technical modification or change of the recommendation required under applicable laws or the Helsinki Takeover Code as a result of a competing offer so long as the recommendation to accept the Tender Offer is upheld); and
               7. The undertakings by the two largest shareholders of Technopolis to accept the Tender Offer remain in full force and effect in accordance with their terms and have not been modified, cancelled or changed.

The Conditions to Completion set out herein are exhaustive. The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the regulations and guidelines (9/2013) of the FFSA on Takeover Bids and Mandatory Bids and the Helsinki Takeover Code issued by the Finnish Securities Markets Association. The Offeror reserves the right to waive, to the extent permitted by applicable law and regulation, any of the Conditions to Completion that have not been fulfilled. If all Conditions to Completion have been fulfilled or the Offeror has waived the requirements for the fulfilment of all or some of them no later than at the time of announcement of the final results of the Tender Offer, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period by purchasing Shares validly tendered in the Tender Offer and paying the Offer Price to the shareholders that have validly accepted the Tender Offer.

The Tender Offer will be completed after the expiration of the Offer Period in accordance with “––Technical Completion of the Tender Offer” and “––Terms of Payment and Settlement” below with respect to all shareholders of the Company who have validly accepted the Tender Offer.

“Material Adverse Change” means (a) the Company or any of its asset-owning subsidiaries becoming insolvent, subject to administration, bankruptcy or any other equivalent insolvency proceedings or, if any legal proceedings (other than by the Offeror or its affiliates) or corporate resolution is taken by, or against any of, them in respect of any such proceedings, such action could reasonably be expected to result in the commencement of such proceedings provided, in each case, that such proceedings could reasonably be expected to result in a material adverse change in, or material adverse effect to, the business, assets, financial condition or results of operation of the Company and its subsidiaries, taken as a whole; or (b) any material adverse change in, or material adverse effect to, the business, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole; and provided, further, that none of the following shall be deemed to constitute a material adverse change or effect: (i) any change in capital market conditions generally or general economic conditions, including with respect to interest rates or currency exchange rates, (ii) any change in geopolitical conditions or any outbreak or escalation of hostilities, acts of war or terrorism, (iii) any hurricane, tornado, flood, earthquake or other natural or man-made disaster occurring, (iv) any change in applicable statutes, generally approved accounting principles or IFRS, (v) any change in general conditions in the real estate industry in Finland or elsewhere, (vi) the failure of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings, net asset value or other financial or operating metrics before, on or after the date of the Combination Agreement, provided that nothing provided in this clause (vi) shall prevent or otherwise affect the determination whether any change or effect underlying such failure has resulted in or contributed to a Material Adverse Change, (vii) changes in the market price or trading volume of the Company’s securities, provided that the exception in this clause (vii) shall not prevent or otherwise affect a determination whether any change or effect underlying such change has resulted in or contributed to a Material Adverse Change, and (viii) the announcement of the Tender Offer and the Offeror becoming a new controlling shareholder of the Company (including without limitation the effect of any change of control or similar clauses in contracts entered into by the Company and its subsidiaries).

Obligation to Increase the Offer Price and Pay Compensation

The Offeror reserves the right to acquire Shares during the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) or otherwise.

Should the Offeror or another party acting in concert with the Offeror in a manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire Shares during the Offer Period at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, amend the terms and conditions of the Tender Offer to correspond with the terms and conditions of the above-mentioned acquisition on more favourable terms (top-up obligation). In such a case, the Offeror will make public its top-up obligation without delay and pay, in connection with the completion of the Tender Offer, the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price to those shareholders that have accepted the Tender Offer.

Should the Offeror or another party acting in concert with the Offeror in a manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire Shares within nine (9) months after the expiration of the Offer Period at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, pay the difference between the consideration paid in an acquisition on more favourable terms and the Offer Price to those shareholders that have accepted the Tender Offer (compensation obligation). In such case, the Offeror will make public its compensation obligation without delay and pay the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price within one (1) month of the date when the compensation obligation arose for those shareholders that have accepted the Tender Offer.

However, according to Chapter 11, Section 25, Subsection 5 of the Finnish Securities Markets Act, the compensation obligation will not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish Securities Markets Act has not offered to acquire Shares on terms that are more favourable than those of the Tender Offer before or during the arbitral proceedings.

Acceptance Procedure for the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders’ register of Technopolis, with the exception of Technopolis and its subsidiaries. The Tender Offer must be accepted separately for each book-entry account. A shareholder of Technopolis submitting an acceptance must have a cash account with a financial institution operating in Finland or abroad (see also section “––Terms of Payment and Settlement” and “Restrictions and Important Information”). Shareholders may only approve the Tender Offer unconditionally and for all Shares that are held on the book-entry accounts mentioned in the acceptance form of Shares (such form and attached instructions, the “Acceptance Form”) at the time of the execution of the transaction with respect to the Shares of such shareholder. Acceptances submitted during the Offer Period are valid also until the expiration of an extended or discontinued extended Offer Period, if any.

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 Technopolis maintained by Euroclear Finland Ltd. Shareholders of Technopolis who do not receive such instructions or an Acceptance Form from their account operator or asset manager can contact any branch office of Nordea Bank AB (publ), Finnish Branch (“Nordea Bank”), where such shareholders of Technopolis can receive all necessary information and submit their acceptance of the Tender Offer, or, if such shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information. Please note, however, that Nordea Bank will not be engaging in communications relating to the Tender Offer with shareholders located within the United States.

Those shareholders of Technopolis whose Shares are nominee-registered and who wish to accept the Tender Offer, must effect such acceptance in accordance with the instructions given by the custodial nominee account holders.

With respect to pledged Shares, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this consent is the responsibility of the relevant shareholders of Technopolis. The pledgee’s consent must be delivered to the account operator in writing.

A shareholder of Technopolis who wishes to accept the Tender Offer must submit the properly completed and duly executed Acceptance Form to the account operator managing 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. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently. In the event of a Subsequent Offer Period, the Acceptance Form must be submitted so that it is received during the Subsequent Offer Period, subject to and in accordance with the instructions of the relevant account operator.

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 Technopolis submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator or Nordea Bank has actually received it. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner.

A shareholder who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer may not sell or otherwise control his/her tendered Shares. By accepting the Tender Offer, the shareholders authorise their account operator, Nordea Bank or a party appointed by Nordea Bank to enter into their book-entry account a sales reservation or a restriction on the right of disposal in the manner set out in “—Technical Completion of the Tender Offer” below after the shareholder has delivered the Acceptance Form with respect to the Shares. Furthermore, the shareholders of Technopolis that accept the Tender Offer authorise their account operator, Nordea Bank or a party appointed by Nordea Bank to perform necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all the Shares held by the shareholder of Technopolis at the time of the execution of the transaction to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the completion trades of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be transferred to the shareholders of Technopolis.

By giving an acceptance on the Tender Offer, the shareholder authorises his/her depository participant to disclose the necessary personal data, the number of his/her book-entry account and the details of the acceptance to the parties involved in the order or the execution of the order and settlement of the Shares.

Right of Withdrawal of Acceptance

An acceptance of the Tender Offer may be withdrawn by a shareholder of Technopolis at any time before the expiration of the Offer Period (including any extended or discontinued extended Offer Period) until the Offeror has announced that all Conditions to Completion have been fulfilled or waived by the Offeror, that is, the Offeror has declared the Tender Offer unconditional. After such announcement, the Shares already tendered may not be withdrawn prior to the expiration of the Offer Period (including any extended or discontinued extended Offer Period) except in the event that a third party announces a competing public tender offer for the Shares before the execution of the completion trades of the Shares as set out under “—Completion of the Tender Offer” below.

A valid withdrawal of the Tender Offer requires that a withdrawal notification is submitted in writing to the account operator to whom the original Acceptance Form was submitted. If the acceptance has been submitted to Nordea Bank, the withdrawal notification must also be submitted to Nordea Bank.

For nominee-registered Shares, the shareholders must request the relevant custodial nominee account holder to execute a withdrawal notification.

If a shareholder of Technopolis validly withdraws an acceptance of the Tender Offer, the sales reservation or the restriction on the right of disposal with respect to the Shares will be removed within three (3) Finnish banking days of the receipt of a withdrawal notification.

A shareholder of Technopolis who has validly withdrawn its acceptance of the Tender Offer may accept the Tender Offer again during the Offer Period (including any extended or discontinued extended Offer Period) by following the procedure set out under “—Acceptance Procedure for the Tender Offer” above.

A shareholder of Technopolis who withdraws its acceptance of the Tender Offer is obligated to pay any fees that the account operator operating the relevant book-entry account or the custodial nominee of a nominee-registered holding may collect for the withdrawal.

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer will be binding and cannot be withdrawn, unless otherwise provided under mandatory law.

Technical Completion of the Tender Offer

When an account operator or Nordea Bank has received the properly completed and duly executed Acceptance Form with respect to the Shares in accordance with the terms and conditions of the Tender Offer, the account operator or Nordea Bank or a party appointed by Nordea Bank will enter a sales reservation or a restriction on the right of disposal into the relevant shareholder’s book-entry account. In connection with the completion trade of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be paid to the relevant shareholder.

Announcement of the Result of the Tender Offer

The preliminary result of the Tender Offer will be announced on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or 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 being 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 or discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Shares that have been validly tendered and accepted in the Tender Offer and that have not been validly withdrawn will be confirmed.

In the event of a Subsequent Offer Period, the Offeror will announce the initial percentage of the Shares validly tendered during a possible Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

Completion of the Tender Offer

The Tender Offer will be completed with respect to all of those shareholders of Technopolis who have validly accepted, and not validly withdrawn, the Tender Offer on or about the fourth (4th) banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period) (the “Completion Date”), preliminarily on or about 16 October 2018. If possible, the completion trades of the Shares will be executed on Nasdaq Helsinki, provided that the rules applied to trading on Nasdaq Helsinki allow that. Otherwise, the completion trades will be made outside Nasdaq Helsinki. The completion trades will be settled on or about the Completion Date (the “Clearing Day”), preliminarily on or about 16 October 2018.

Terms of Payment and Settlement

The Offer Price will be paid on the Clearing Day to each shareholder of Technopolis who has validly accepted, and not validly withdrawn, the Tender Offer into the management account of the shareholder’s book-entry account. In any case, the Offer Price will not be paid to a bank account situated in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction where the Tender Offer is not being made (see section “Restrictions and Important Information”). If the management account of a shareholder of Technopolis is with a different financial institution than the applicable book-entry account, the Offer Price will be paid into such cash account approximately two (2) Finnish banking days later in accordance with the schedule for payment transactions between financial institutions.

In the event of a Subsequent Offer Period, the Offeror will in connection with the announcement thereof announce the terms of payment and settlement for the Shares tendered during the Subsequent Offer Period. The sale and purchase of the Shares validly tendered in accordance with the terms and conditions of the Tender Offer during the Subsequent Offer Period will, however, be executed within not more than two (2) weeks intervals.

The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

Transfer of Title

Title to the Shares validly tendered in the Tender Offer will pass to the Offeror on the Clearing Day against the payment of the Offer Price by the Offeror to the tendering shareholder. In the event of a Subsequent Offer Period, title to the Shares validly tendered in the Tender Offer during a Subsequent Offer Period will pass to the Offeror against payment of the Offer Price by the Offeror to the tendering shareholder as promptly as reasonable following their tender.

Transfer Tax and Other Payments

The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of the Shares pursuant to the Tender Offer.

Fees charged by account operators, asset managers, nominees or any other person for the release of collateral or the revoking of any other restrictions preventing the sale of the Shares, will be borne by each shareholder of Technopolis. Each shareholder of Technopolis is liable for any fees that relate to a withdrawal of an acceptance made by the shareholder.

The Offeror is liable for any other customary costs caused by the registrations of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to the Shares pursuant to the Tender Offer and the payment of the Offer Price.

Should a competing tender offer be published by a third party during the Offer Period and should a shareholder of Technopolis therefore or otherwise validly withdraw its acceptance of the Tender Offer, certain account operators may charge the shareholders separately for the registration of the relevant entries regarding the acceptance and withdrawal as provided under “–– Right of Withdrawal of Acceptance” above.

Other Matters

This Tender Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or in connection with the Tender Offer will be settled by a court of competent jurisdiction in Finland.

The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act. Should the FFSA issue an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish Securities Markets Act.

Should a competing tender offer be published by a third party during the Offer Period, the Offeror reserves the right, as stipulated in Chapter 11, Section 17 of the Finnish Securities Markets Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period, but before the expiration of the competing offer, to let the Tender Offer lapse. The Offeror will decide on all other matters related to the Tender Offer.