CapMan Plc Stock Exchange Release 6 October 2011 3.40 p.m. EET
CapMan senior partners will acquire all CapMan Plc A and B shares owned by
CapMan Partners B.V.
The companies under control of CapMan senior partners Ari Tolppanen, Olli
Liitola, Tuomo Raasio, Petri Saavalainen and Heikki Westerlund (together the A
shareholders) have bought 2,781,250 CapMan Plc A shares and 2,000,000 CapMan Plc
B shares from CapMan Partners B.V. In addition, the A shareholders have sold in
total 6,630,000 CapMan Plc B shares to Ilmarinen Mutual Pension Insurance
Company. Following the transactions, the combined ownership of Ari Tolppanen and
Oy Aristo-Invest Ab in CapMan has decreased from 10.25% to 8.30% and share of
voting rights has increased from 14.19% to 20.75%. The combined share of voting
rights of Heikki Westerlund and Heiwes Oy has increased from 3.83% to 10.17%.
Ilmarinen's ownership in CapMan has increased from 0.65% to 8.52% and its share
of voting rights has increased from 0.40% to 5.19%. The share transactions do
not affect the ownership of other CapMan shareholders.
Sale of CapMan Plc B shares from CapMan Partners B.V. to the A shareholders has
been executed on 6 October 2011. The sale of CapMan Plc A shares has been agreed
at the same time and will be executed on 10 October 2011. The sale of CapMan Plc
B-shares to Ilmarinen has been executed on 6 October 2011. The total number of
listed B shares in CapMan Plc is 78,281,766 and each of them has one vote. The
total number of unlisted A shares in CapMan Plc is 6,000,000, and each of them
has 10 votes.
Prior to the transactions announced today, CapMan Partners B.V. has been the
largest user of voting rights at CapMan and its third largest shareholder after
the combined ownership of Ari Tolppanen and Oy Aristo-Invest Ab, and Gimv N.V..
CapMan Partners B.V. is owned by 12 CapMan senior partners. The aim is that all
218,750 A shares remaining in the ownership of CapMan Partners B.V. will later
be sold to CapMan's other senior partners.
"CapMan senior partners established CapMan Partners B.V. in 2007 with an aim to
create a long-term owner for their holdings in CapMan. Due to general
developments in the stock and financial markets, it has proven difficult to
enlarge CapMan Partners B.V.'s ownership to new senior partners this way. To
meet the original aim of expanding CapMan's ownership to all senior partners,
CapMan Partners B.V. has decided to sell its CapMan shares back to the senior
partners. In this first step, CapMan Partners B.V. has sold a majority of the
shares to other CapMan A shareholders, but the aim is to enlarge the ownership
of A shares to include all CapMan senior partners. The A shareholders have sold
some of their B shares to Ilmarinen to finance these transactions. The
transactions do not affect the ownership of other CapMan shareholders," comments
Senior Partner Heikki Westerlund, Chairman of the CapMan Plc Board.
The ownerships and voting rights of the parties involved before and after the
transactions are described in more detail in Appendix 1.
For further information, please contact:
Heikki Westerlund, Senior Partner, Chairman of CapMan Plc Board, tel. +358
50 559 6580
CAPMAN PLC
Mari Reponen
Director, Communications and IR
DISTRIBUTION
NASDAQ OMX Helsinki
Principal media
www.capman.com
CapMan
CapMan is one of the leading private equity firms in the Nordic countries and
Russia, with assets under management of €3.4 billion. CapMan has four key
investment partnerships - CapMan Buyout, CapMan Russia, CapMan Public Market,
and CapMan Real Estate - each of which has its own dedicated investment team and
funds. Altogether, CapMan employs approx. 120 people in Helsinki, Stockholm,
Oslo, Moscow and Luxembourg. CapMan was established in 1989 and has been listed
on the Helsinki Stock Exchange since 2001.www.capman.com
Appendix 1: Ownership and voting rights before and after the transactions
Ownership and voting rights before the transactions
share of share of
Shareholder A shares B shares In total shares voting rights
Ari Tolppanen 0 200,528 200,528 0.24% 0.15%
Oy Aristo-Invest Ab 1,220,200 7,218,192 8,438,392 10.01% 14.04%
--------------------------------------------------------------------------------
In total 1,220,200 7,418,720 8,638,920 10.25% 14.19%
Tuomo Raasio 0 53,744 53,744 0.06% 0.04%
Winsome Oy 680,663 3,027,129 3,707,792 4.40% 7.11%
--------------------------------------------------------------------------------
In total 680,663 3,080,873 3,761,536 4.46% 7.15%
Geldegal Oy 796,564 1,168,776 1,965,340 2.33% 6.61%
Mom Invest Oy 0 813,744 813,744 0.97% 0.59%
--------------------------------------------------------------------------------
In total 796,564 1,982,520 2,779,084 3.30% 7.19%
Heikki Westerlund 0 277,676 277,676 0.33% 0.20%
Heiwes Oy 258,020 2,440,584 2,698,604 3.20% 3.63%
--------------------------------------------------------------------------------
In total 258,020 2,718,260 2,976,280 3.53% 3.83%
Petri Saavalainen 0 314,888 314,888 0.37% 0.23%
Guarneri Oy 44,553 567,775 612,328 0.73% 0.73%
--------------------------------------------------------------------------------
In total 44,553 882,663 927,216 1.10% 0.96%
The A shareholders
in total 3,000,000 16,083,036 19,083,036 22.64% 33.33%
CapMan Partners B.V. 3,000,000 2,000,000 5,000,000 5.93% 23.14%
Ilmarinen Mutual
Pension
Insurance
Company 0 548,500 548,500 0.65% 0.40%
Ownership and voting rights after the transactions
share of share of
Shareholder A shares B shares In total shares voting rights
Ari Tolppanen 0 200,528 200,528 0.24% 0.15%
Oy Aristo-Invest Ab 2,411,146 4,381,970 6,793,016 8.06% 20.60%
--------------------------------------------------------------------------------
In total 2,411,046 4,582,498 6,993,544 8.30% 20.75%
Tuomo Raasio 0 53,744 53,744 0.06% 0.04%
Winsome Oy 832,197 2,867,129 3,669,326 4.39% 8.09%
--------------------------------------------------------------------------------
In total 832,197 2,920,873 3,753,070 4.45% 8.13%
Geldegal Oy 1,122,484 908,359 2,030,843 2.41% 8.77%
Mom Invest Oy 0 513,744 513,744 0.61% 0.37%
--------------------------------------------------------------------------------
In total 1,122,484 1,422,103 2,544,587 3.02% 9.15%
Heikki Westerlund 0 277,676 277,676 0.33% 0.20%
Heiwes Oy 1,233,896 1,440,584 2,674,480 3.17% 9.96%
--------------------------------------------------------------------------------
In total 1,233,896 1,718,260 2,952,156 3.50% 10.17%
Petri Saavalainen 0 314,888 314,888 0.37% 0.23%
Guarneri Oy 181,627 494,414 676,041 0.80% 1.67%
--------------------------------------------------------------------------------
In total 184,627 809,302 990,929 1.18% 1.90%
The A shareholders
in total 5,781,250 11,453,036 17,234,036 20.45% 50.09%
CapMan Partners B.V. 218,750 0 218,750 0.26% 1.58%
Ilmarinen Mutual
Pension Insurance
Company 0 7,178,500 7,178,500 8.52% 5.19%
[HUG#1552737]
CapMan senior partners will acquire all CapMan Plc A and B shares owned by CapMan Partners B.V.
| Source: CapMan