CapMan Plc Stock Exchange Release 8 December 2016 at 11.00 a.m. EET
Decisions of the Extraordinary General Meeting of CapMan Plc
The Extraordinary General Meeting (EGM) of CapMan Plc was held today in Helsinki. The EGM authorised the Board of Directors to decide on the issuance of shares to carry out the exchange offer concerning Norvestia Oyj made public on 3 November 2016 and decided on the amendment of the Articles of Association of CapMan Plc which is conditional to the consummation of the exchange offer concerning Norvestia Oyj and all A-shares in CapMan Plc are converted into B-shares. The EGM approved all the proposals of the Board of Directors to the EGM.
Authorising the Board of Directors to decide on the issuance of shares
The Extraordinary General Meeting authorised the Board of Directors to decide on the issuance of shares as follows:
The total number of shares to be issued under the authorisation may not exceed 65,576,292 shares, which corresponds to approximately 81.4 percent of all B-shares in the company and approximately 75.9 percent of all shares in the company. If the Extraordinary General Meeting resolves to amend the Articles of Association in accordance with section 7, the company will have only one share series after the amendments to the Articles of Association have been registered with the Trade Register. The authorisation concerns the company’s B shares, and after the amendments to the Articles of Association referred to in section 7 have been registered with the Trade Register, automatically the shares in the company. The amendments to the Articles of Association referred to in section 7 shall be registered before the authorisation may be used.
The Board of Directors decides on all terms and conditions of the issuance of shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive subscription rights (directed issue).
The authorisation may be only used to carry out the exchange offer concerning Norvestia Plc made public on 3 November 2016 in one or more tranches. Under the Companies Act, the shareholders’ pre-emptive subscription rights may be deviated from if there is a weighty financial reason for the company to do so. The authorisation will lapse if it has not been exercised even in part by 31 March 2017. The authorization is valid until 8 December 2021. The authorisation does not cancel other effective authorisations.
Amending the Articles of Association
The Extraordinary General Meeting decided on amending the company’s Articles of Association as follows:
The company’s Articles of Association be amended as set forth in Appendix 1 so that the company has only one share series and all references to A-shares and maximum number of shares are deleted.
The decision regarding the amendment of the Articles of Association is made conditional upon the fulfilment of the following terms:
the conditions of the exchange offer concerning Norvestia Plc made public on 3 November 2016 have been met or the conditions have been waived, and the company has announced that it will consummate the exchange offer, and
all A-shares in the company have been converted into B-shares in accordance with the current Articles of Association.
If both terms described above are fulfilled, the decision of the Extraordinary General Meeting regarding the amendment of the Articles of Association will become effective and the Board of Directors will register the amendment. If the above-mentioned terms have not been fulfilled by 31 March 2017 at the latest, the conditional decision of the Extraordinary General Meeting regarding the amendment of the Articles of Association will lapse.
Helsinki 8 December 2016
Pasi Erlin, General Counsel, Tel. +358 207 207 503
CapMan is a leading Nordic investment and asset management company. For more than 25 years, we have been developing companies and real estate and supporting their sustainable growth. We are committed to understanding the needs of our customers in an ever-changing market environment. Our objective is to provide attractive returns and innovative solutions for our investors and value adding services for professional investment partnerships, growth-oriented companies and tenants. Our independent investment partnerships – Buyout, Real Estate, Russia and Nest Capital – as well as our associated company Norvestia are responsible for investment activities and value creation. CapMan’s service business offering includes fundraising advisory services, purchasing activities and fund management services to both internal and external customers. CapMan has 100 professionals and assets under management of 2.8 billion.