The sale of CapMan B shares between CapMan A shareholders and CapMan Partners B.V. shall be executed outside the order book as a manual trade and it is estimated to be finalised by 16 May 2007. The sale of CapMan A shares shall be executed at the same time. The price of series A and B shares will be EUR 3.38 per share, corresponding to the volume weighted average price of CapMan B shares in April 2007.
Novestra Oy and Vesasco Oy (companies under control of Peter Buch Lund and Vesa Vanha-Honko, former Senior Partners who have left the Company) have filed an application with the Board of Directors of CapMan Plc for the conversion of a total of 2,000,000 CapMan A shares into CapMan B shares. CapMan Plc shall apply for public trading of the new B shares immediately after the share conversion has been registered. As a result of the share conversion there will be a decrease in the number of CapMan A shares to 6,000,000, an increase in the number of listed CapMan B shares to 71,158,698 and a decrease in the total number of votes to 131,158,698.
CapMan Partners B.V. will become the second largest shareholder in CapMan Plc, with 6.5 per cent of the Company’s shares, and the largest user of voting rights, with 24.4 per cent of voting rights, as a result of the share transactions and share conversions. At the same time there will be a decrease in the sellers’ shareholding from 37.9 to 31.4 per cent and in the sellers’ voting rights from 67.9 to 39.0 per cent. It is expected that the share transactions and share conversion will be finalised by 16 May 2007. The transactions do not impact on the ownership of other CapMan shareholders, but their voting rights will increase from 29.8 to 33.9 per cent due to the conversion of 2,000,000 series A shares into series B shares. The shareholdings and voting rights of sellers, other Senior Partners of CapMan, CapMan Partners B.V. and other shareholders in CapMan Plc prior to and after the ownership arrangements are presented in Appendices 1 and 2.
”A significant proportion of CapMan’s ownership, and especially voting rights, has been held by the Finnish Senior Partners of the Company and companies under their control from the 1990s. Their influence will be divided amongst a wider group of Nordic Senior Partners with the new arrangement, which creates a financial incentive based on increase in the value of CapMan’s share and further aligns the interests of all Senior Partners of CapMan with other shareholders,” states Senior Partner Ari Tolppanen, Chairman of the Board of Directors of CapMan.
CapMan Partners B.V. will be owned by the present Senior Partners of CapMan with equal shares of 7.7 per cent. The present Senior Partners are Lars Hagdahl, Markku Hietala, Lennart Jacobsson, Kai Jordahl, Olli Liitola, Jan Lundahl, Petri Niemi, Tuomo Raasio, Petri Saavalainen, Markus Sjöholm, Ari Tolppanen, Vesa Walldén and Heikki Westerlund. Shareholdings in CapMan Partners B.V. will also be offered to other persons appointed as Senior Partners of CapMan in future.
For further information, please contact:
Ari Tolppanen, Chairman of the Board of CapMan Plc, Senior Partner,
tel. +358 9 6155 8307 or +358 500 407 343
CAPMAN PLC
Jerome Bouix
Partner
Fundraising, IR and Communications
DISTRIBUTION
Helsinki Exchanges
Principal media
www.capman.com
Appendix 1: Shareholdings prior to share sales and share conversions
|
Owners |
Number |
Number |
Number of |
Number of |
% of |
% of |
|
|
of A |
of B |
shares |
votes |
shares |
votes |
|
|
shares |
shares |
(A + B) |
|
|
|
|
|
|
|
|
|
|
|
|
Aristo Invest Oy + Ari Tolppanen |
2,447,032 |
7,608,920 |
10,055,952 |
32,079,240 |
13.0% |
21.5% |
|
Winsome Oy + Tuomo Raasio |
1,291,638 |
3,716,327 |
5,007,965 |
16,632,707 |
6.5% |
11.2% |
|
Geldegal Oy + Olli Liitola |
1,291,638 |
2,766,327 |
4,057,965 |
15,682,707 |
5.3% |
10.5% |
|
Heiwes Oy + Heikki Westerlund |
741,448 |
3,221,057 |
3,962,505 |
10,635,537 |
5.1% |
7.1% |
|
Guarneri Oy + Petri Saavalainen |
195,158 |
1,039,302 |
1,234,460 |
2,990,882 |
1.6% |
2.0% |
|
Vesasco Oy (Vesa Vanha-Honko) |
1,291,638 |
2,004,540 |
3,296,178 |
14,920,920 |
4.3% |
10.0% |
|
Novestra Ab + Peter Buch Lund |
741,448 |
850,000 |
1,591,448 |
8,264,480 |
2.1% |
5.5% |
|
Sellers in total |
8,000,000 |
21,206,473 |
29,206,473 |
101,206,473 |
37.9% |
67.9% |
|
|
|
|
|
|
|
|
|
Degato International SARL (Lennart Jacobsson) |
|
1,129,217 |
1,129,217 |
1,129,217 |
1.5% |
0.8% |
|
Mateus International SARL
(Jan Lundahl) |
|
859,217 |
859,217 |
859,217 |
1.1% |
0.6% |
|
Torpet International SARL
(Lars Hagdahl) |
|
753,936 |
753,936 |
753,936 |
1.0% |
0.5% |
|
Petri Niemi |
|
267,920 |
267,920 |
267,920 |
0.3% |
0.2% |
|
Markus Sjöholm |
|
250,000 |
250,000 |
250,000 |
0.3% |
0.2% |
|
Markku Hietala Holding Oy
(Markku Hietala) |
|
181,818 |
181 818 |
181,818 |
0.2% |
0.1% |
|
Kai Jordahl |
|
0 |
0 |
0 |
0.0% |
0.0% |
|
Vesa Walldén |
|
0 |
0 |
0 |
0.0% |
0.0% |
|
Other Senior Partners in total |
|
3,442,108 |
3,442,108 |
3,442,108 |
4.5% |
|