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
| Shareholder | A shares | B shares | In total | share of shares | share of 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
| Shareholder | A shares | B shares | In total | share of shares | share of 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% |
