A Dutch company CapMan Partners B.V. (company to be established) as a buyer and Oy Aristo-Invest Ab (business code 0594374-5), Winsome Oy (business code 1026706-7), Geldegal Oy (business code 0480753-0), Heiwes Oy (business code 1091943-2), Guarneri Oy (business code 1538187-0), Vesasco Oy (business code 1027460-3) and Novestra Oy (business code 0936649-8) as sellers have today signed agreements, which will, if completed, lead to the buyer acquiring a total of 3,000,000 CapMan Plc A-series shares and a total of 2,000,000 CapMan Plc B-series shares. The closing of the transactions is subject to certain conditions precedent. The parties involved aim at finalising the transactions as soon as possible.
In addition, Vesasco Oy and Novestra Oy have today announced to CapMan Plc that they claim the conversion of 1,270,618 A-series shares owned by Vesasco Oy and 729,382 A-series shares owned by Novestra Oy, altogether 2,000,000 A shares, into 2,000,000 B-series shares in accordance with section 6 in CapMan Plc’s Articles of Association. The Board of Directors of CapMan Plc has approved the conversion.
In accordance with chapter 2, section 10 of the Securities Market Act CapMan Plc announces that it has received information that if completed, the aforementioned transactions and conversions will lead to the following changes in the Company’s ownership and voting rights
- The ownership of CapMan Partners B.V. in CapMan Plc will rise to over one-twentieth (1/20) of the total amount of CapMan Plc shares and to over one fifth (1/5) of the voting rights carried by the CapMan Plc shares
- The ownership of Aristo-Invest Oy and its controlling shareholder, Ari Tolppanen, shall decrease to under one-fifth (1/5) to three-twentieths (3/20) of the voting rights carried by the CapMan Plc shares
- The ownership of Winsome Oy and its controlling shareholder, Tuomo Raasio, shall decrease to under one-twentieth (1/20) of the total amount of CapMan Plc shares and to under one- tenth (1/10) of the voting rights carried by the CapMan Plc shares
- The ownership of Geldegal Oy and its controlling shareholder, Olli Liitola, shall decrease to under one-twentieth (1/20) of the total amount of CapMan Plc shares and to under one-tenth (1/10) of the voting rights carried by the CapMan Plc shares
- The ownership of Heiwes Oy and its controlling shareholder, Heikki Westerlund, shall decrease to under one-twentieth (1/20) of total amount of CapMan Plc shares and of the voting rights carried by the CapMan Plc shares
- Vesasco Oy’s share of the voting rights carried by the CapMan Plc shares shall decrease from one-tenth (1/10) to under one-twentieth (1/20)
- Novestra Oy and its controlling shareholder Peter Buch Lund’s share of the voting rights carried by the CapMan Plc shares shall decrease to under one-twentieth (1/20)
1. Name of the company: CapMan Plc
2. Date of signing the share sales and conversions: 4 May 2007
3. Exact proportion of shares and voting rights in CapMan Plc:
After finalising the share sales and conversions the ownership of CapMan Partners B.V. in CapMan Plc will be the following:
|
|
Share |
Number of |
Share of |
Share of |
|
|
series |
shares |
share capital |
voting rights |
|
CapMan Partners B.V. |
A shares |
3,000,000 |
3.9% |
22.9% |
|
(company to be established) |
B shares |
2,000,000 |
2.6% |
1.5% |
|
|
In total |
5,000,000 |
6.5% |
24.4% |
After finalising the share sales and conversions the ownership of the sellers in CapMan Plc will be the following:
|
|
Share |
Number of |
Share of |
Share of |
|
|
series |
shares |
share capital |
voting rights |
|
1. Aristo-Invest Oy |
A-shares |
1,220,200 |
1.6% |
9.3% |
|
|
B-shares |
6,918,192 |
9.0% |
5.3% |
|
|
In total |
8,138,392 |
10.5% |
14.6% |
|
|
|
|
|
|
|
Ari Tolppanen |
A-shares |
0 |
0 |
0 |
|
(shareholder in control) |
B-shares |
500,528 |
0.6% |
0.4% |
|
|
In total |
500,528 |
0.6% |
0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
Number of |
Share of |
Share of |
|
|
series |
shares |
share capital |
voting rights |
|
|
A-shares |
680,663 |
0.9% |
5.2% |
|
2. Winsome Oy |
B-shares |
2,867,129 |
3.7% |
2.2% |
|
|
In total |
3,547,792 |
4.6% |
7.4% |
|
|
|
|
|
|
|
Tuomo Raasio |
A-shares |
0 |
0 |
0 |
|
(shareholder in control) |
B-shares |
213,744 |
0.3% |
0.2% |
|
|
In total |
213,744 |
0.3% |
0.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
Number of |
Share of |
Share of |
|
|
series |
shares |
|