Stock exchange release - 22 September 2003

CapMan applies for listing of 2000 A-warrants on the Main List of Helsinki Exchanges

The Board of Directors of CapMan Plc has resolved to apply for listing of all the 2000 A-warrants on the Main List of the Helsinki Exchanges so that the listing will commence approximately on 1 October 2002.

The total number of A-warrants is 2,635,000. Each warrant entitles its holder to subscribe for one CapMan Plc B-share. In the aggregate, the A-warrants entitle holders to subscribe for 2,635,000 shares. The share subscription period for A-warrants shall be 1 October 2003 – 31 October 2007. The present share subscription price with A-warrants is EUR 0.9/share. The dividends payable annually shall be deducted from the share subscription price.


CAPMAN PLC

Jerome Bouix
Director of Investor Relations and Communications


Distribution
Helsinki Exchanges
Principal media

Appendix
Terms and Conditions of the Warrants 2000

CAPMAN PLC, WARRANT PROGRAM 2000

 

I ISSUANCE OF WARRANTS

 

1. Number of warrants

The number of warrants issued will be 5,270,000 which entitle to subscribe for a total of 5,270,000 B-shares in CapMan Plc.

 

2. Warrants

Of the warrants 2,635,000 will be marked with the letter A and 2,635,000 with the letter B. The persons to which warrants will be offered will be notified in writing by the Company about the issue of warrants. The warrants will be issued to the recipient when he or she has accepted the offer of the Company. Warrant certificates shall upon request be delivered to the warrant holder at the start of the relevant subscription period unless the warrants have been transferred to the book-entry system.

 

3. Right to warrants

The warrants shall, in deviation from the shareholders’ pre-emptive right to subscription, be issued to key personnel of the CapMan Group and to members of the Board of Directors, and to a whollyowned subsidiary of CapMan Plc. It is proposed that the shareholders’ pre-emptive right to subscription be deviated from since the warrants are intended to form part of the Group’s incentive and commitment program for the key personnel and the members of the Board of Directors. The Annual General Meeting shall decide on the amount of the warrants to be distributed annually to the members of the Board of Directors when deciding on the compensation of the members of the Board of Directors. The maximum number of the warrants to be issued to members of the Board of Directors is 263,500.

 

4. Distribution of warrants

The Board of Directors decides upon the distribution of the warrants. The subsidiary shall be distributed warrants to such extent that the warrants are not distributed to personnel of the CapMan Group. The Board of Directors of CapMan Plc shall later on decide upon the further distribution of the warrants issued to the subsidiary to the personnel of CapMan Group.

 

5. Assignment of warrants and obligation to offer warrants

The warrants are freely assignable when the relevant share subscription period has begun. The Board of Directors may, as an exception to the above, permit the assignment of a warrant also at an earlier date. Should a subscriber cease to be employed by or in the service of the CapMan Group for any other reason than the death or retirement of the employee before 1 October 2005, the subscriber shall without delay without compensation offer to the Company such warrants where the share subscription period mentioned under Section II.2 had not begun when the employment or service

ended.

 

II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION

 

1. Right to subscribe new shares

Each warrant entitles its holder to subscribe for one (1) B-share in CapMan Plc. The nominal value of each share is 0.01 euro. As a result of the subscriptions the share capital of CapMan Plc may be increased by a maximum of 5,270,000 new B-shares, i.e. by a maximum of 52,700 euro.

 

2. Share subscription and payment

The subscription period shall begin for warrant A on 1 October 2003 and for warrant B on 1 October 2005. The share subscription period shall, for all warrants, end on 31 October 2007.  The share subscription shall take place at the head office of CapMan Plc and possibly at an other location to be determined later. Payment of shares subscribed shall be effected on subscription.

 

3. Share subscription price

The share subscription price shall be 1.26 euro. If the Company has not applied for the public trading of its shares not later than 31.12.2001 all warrants shall be terminated. From the share subscription price shall as per the dividend record date be deducted the amount of the dividend distributed after 1 January 2002 but before the date of subscription for shares. The share subscription price shall neverthe less always amount to at least the nominal value of the share.

 

4. Registration of shares

Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.

 

5. Shareholder rights

The shares shall entitle to dividend for the financial year in which the subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been registered with the Trade Register.

 

6. Share issues, convertible bonds and warrants before share subscription

Should the Company, before the subscription for shares, increase its share capital through an issue of new shares, or issue convertible bonds or warrants, a warrant holder shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both of these. Should the Company, before the subscription for shares, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of warrants remains unchanged. If the number of shares that can be  subscribed for by virtue of one warrant should be a fraction, the fractional part shall be taken into account by reducing the subscription price.

 

7. Rights in certain cases

If the Company reduces its share capital before the subscription of shares, the subscription right accorded by the terms of the warrant shall be adjusted accordingly as specified in the resolution to reduce the share capital. If the Company is placed in liquidation before the subscription of shares, the warrant holder shall be given an opportunity to exercise his subscription right before the liquidation begins within a period of time determined by the Board of Directors. If the Company resolves to merge in an other company as the company being acquired or in a company to be formed in a combination merger or if the Company resolve s to be divided, the warrant holder shall before the merger or division be given the right to subscribe for the shares within the period of time determined by the Board of Directors. After such date no subscription right shall exist. If the Company, after the beginning of the subscription period, resolves to acquire its own shares by an offer made to all shareholders, the warrant holders shall be made an equivalent offer. In other cases acquisition of the Company's own shares does not require the Company to take any action in relation to the warrants. In case a situation as referred to in Chapter 14 Section 19 of the Finnish Companies Act, in which a shareholder possesses over 90 % of the shares of the Company and therefore has the right and obligation to redeem the shares of the remaining shareholders, or in case an obligation to redeem the shares in accordance with the Articles of Association of the Company arises, the warrant owners shall be entitled to use their right of subscription by virtue of the warrant within a period of time determined by the Board of Directors. If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain the same. Converting the Company from a public company into a private company will not affect the terms and conditions of the warrants.

 

8. Dispute resolution

Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.

 

9. Other matters

The Board of Directors may decide on the transfer of the warrants to the book-entry system at a later date and on the resulting technical amendments to these terms and conditions. Other matters related to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of CapMan Plc in Helsinki.

 

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