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Caverion Corporation

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Caverion Corporation 4.6.2013 CAVERION CORPORATION REGISTRATION DOCUMENT This registration document (“the Registration Document”) applies to Caverion Corporation (also “Caverion” or “the Company”), a public limited liability company to be registered in Finland, which will be incorporated after the date of this Registration Document in connection with the partial demerger (“the Demerger”) of YIT Corporation (also “YIT”). In the demerger, YIT’s Building Services will be demerged into a separate group of companies, with Caverion Corporation as their parent company. YIT has prepared this Registration Document on behalf of Caverion. Hereinafter, the names “Caverion” and “Caverion Corporation” refer to the company to be incorporated in accordance with the demerger plan (”the Demerger Plan”), which will take the trade name Caverion Corporation, Business ID 2534127-4, and which will be created upon the execution of the Demerger (”the Effective Date of the Demerger”). The shares in Caverion are not publicly listed on the publication date of the Registration Document. YIT will submit for and on behalf of Caverion a listing application concerning the listing of all of the shares in the Company for public trading on NASDAQ OMX Helsinki Ltd (“Helsinki Stock Exchange”) with the trading code “CAV1V” so that the Company’s shares are estimated to be entered into public trading on July 1, 2013. This Registration Document is valid for 12 months after being approved by the Finnish Financial Supervisory Authority. The prospectus for any issuance of new shares or other securities that can be converted or exchanged into shares in Caverion may, for a period of up to 12 months from the approval of this Registration Document, consist of this Registration Document and a securities note and summary applicable to each issue and subject to a separate approval. This Registration Document contains information on Caverion, its business operations and its financial position. The separately drafted summary and securities note contains information concerning the respective securities to be offered or to be applied to be admitted to public trading at each time. 1. CERTAIN INFORMATION This Registration Document has been prepared in accordance with the Finnish Securities Market Act (14.12.2012/746), the decree issued by the Ministry of Finance on Listing Particulars under Chapter 3-5 of the Securities Market Act (20.12.2012/1019), Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council concerning information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (Annex I and II ) and the regulations and guidelines issued by the Finnish Financial Supervisory Authority (“FSA”). This is an English language translation of the original Finnish language Registration Document. In case of any discrepancies between the original Finnish language version of this Registration Document and this English language translation, the Finnish language version shall prevail. The FSA has approved the Finnish language version of this Registration Document but is not liable for the correctness of the information presented herein. The journal number of the FSA’s decision of approval is FIVA 42/02.05.04/2013. In this Registration Document, any reference to “Caverion” or “Caverion Group” means Caverion Corporation and its subsidiaries on a consolidated basis, except where it is clear from the context that the term means Caverion Corporation. ”Caverion” may also refer to the entity comprising the transferred functions prior to the execution of the Demerger. Any reference to “YIT” means YIT Corporation and its subsidiaries on a consolidated basis, except where it is clear from the context that the term means YIT Corporation or a particular subsidiary or business group only. YIT may refer both to YIT before the Effective Date of the Demerger, in which case YIT also includes Caverion, or after the Effective Date, in which case YIT does not include Caverion. ”Companies” refers to Caverion and YIT together. ”Demerger” refers to the partial demerger of YIT into a company to be incorporated, which will take the trade name Caverion Corporation, in accordance with the Demerger Plan approved and signed by YIT’s Board of Directors on February 21, 2013. ”Demerger Plan” means the Demerger Plan approved and signed by YIT’s Board of Directors on February 21, 2013, and registered in the Trade Register on February 22, 2013, which describes the carve-out of Caverion from YIT in the partial demerger as well as the assets, liabilities and responsibilities transferred to Caverion.”Caverion’s Board of Directors” means the board of Directors of Caverion to be appointed by the Extraordinary General Meeting of Shareholders of YIT deciding on the demerger, which will be according to the notice of the meeting held on June 17, 2013. Any references to the Company's shares, share capital and governance will, however, mean Caverion’s shares, share capital and governance. Shareholders and prospective investors should rely solely on the information contained in this Registration Document, as well as on the stock exchange releases published by Caverion and YIT. Caverion or YIT has not authorised anyone to provide any information or give any statements other than those provided in this Registration Document. Delivery of this Registration Document shall not, under any circumstances, indicate that the information presented in this Registration Document is correct on any day other than the date of the Registration Document, or that there would not be any changes in the business of Caverion after the date of this Registration Document. However, if a fault or omission is discovered in this Registration Document before the end of the validity of a possible offer or the admission of the security for listing on the stock exchange and such fault or omission may be of material importance to investors, the Registration Document shall be supplemented in accordance with the Finnish Securities Market Act. Information given in this Registration Document is not a guarantee for future events by Caverion and shall not be considered as such. Unless otherwise stated, any estimates with respect to market development relating to Caverion or its industry are based upon the reasonable estimates of the Company’s management. 2. NOTICE TO PROSPECTIVE INVESTORS The distribution of this Registration Document and any summary note and securities note related to this Registration Document may be restricted by law. Persons into whose possession this Registration Document or securities note and summary comes are required to inform themselves about any such restrictions. This Registration Document and any securities note and summary do not constitute an offer of, or an invitation to purchase, any of the Company’s shares in connection with or after the Demerger. TABLE OF CONTENTS Page 1. CERTAIN INFORMATION ................................................................................................. 2 2. NOTICE TO PROSPECTIVE INVESTORS ....................................................................... 2 3. RISK FACTORS ..................................................................................................................... 6 3.1. RISKS RELATING TO THE DEMERGER ........................................................................................ 6 3.2. RISKS RELATING TO THE COMPANY’S OPERATING ENVIRONMENT .......................................... 8 3.3. RISKS RELATING TO THE COMPANY AND ITS BUSINESS .......................................................... 10 3.4. RISKS RELATING TO THE COMPANY’S FINANCIAL POSITION AND FINANCING ........................ 14 4. RESPONSIBILITY FOR THE REGISTRATION DOCUMENT ................................... 17 5. STATEMENT REGARDING THE REGISTRATION DOCUMENT............................ 17 6. INFORMATION DERIVED FROM THIRD PARTY SOURCES .................................. 17 7. AVAILABILITY OF THE REGISTRATION DOCUMENT .......................................... 17 8. FORWARD-LOOKING STATEMENTS .......................................................................... 18 9. PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION ........ 19 9.1. CAVERION CORPORATION’S HISTORICAL FINANCIAL INFORMATION ..................................... 19 9.2. CAVERION GROUP’S HISTORICAL CARVE-OUT FINANCIAL INFORMATION AND OTHER INFORMATION .......................................................................................................................... 19 9.3. PRO FORMA FINANCIAL INFORMATION ................................................................................... 20 9.4. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS JANUARY 1, 201320 10. INCORPORATION OF CAVERION UPON YIT’S DEMERGER ................................ 21 10.1. OVERVIEW OF THE DEMERGER ............................................................................................... 21 10.2. DISTRIBUTION OF ASSETS AND LIABILITIES IN ACCORDANCE WITH THE DEMERGER PLAN ... 22 10.3. EFFECT OF THE DEMERGER ON CAVERION’S BUSINESS .......................................................... 22 10.4. SERVICE AGREEMENTS BETWEEN YIT AND CAVERION IN CONNECTION WITH THE DEMERGER22 10.5. ALLOCATION OF DEMERGER-RELATED FEES AND EXPENSES BETWEEN THE COMPANIES ..... 22 10.6. CAVERION’S HISTORY AS PART OF YIT .................................................................................. 23 11. MARKET AND
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