CapMan Plc
Stock Exchange Release / Decisions of General Meeting
18 January 2024 11:00 a.m. EET
Resolutions of CapMan Plc’s Extraordinary General Meeting
The Extraordinary General Meeting of CapMan Plc (“CapMan” or the “Company”) held today 18 January 2024 in Helsinki authorised the Board of Directors to decide on the directed issuance of shares to be used as part of the payment of the purchase price of the acquisition of Dasos Capital Oy announced by the stock exchange release on 21 December 2023. The Extraordinary General Meeting adopted the proposal of the Board of Directors unchanged.
Authorising the Board of Directors to decide on the directed issuance of shares
The Extraordinary General Meeting resolved in accordance with the Board of Directors’ proposal that the Board of Directors be authorised to decide to issue a maximum of 20 000 000 new shares by way of a directed share issue in deviation from the shareholders’ pre-emptive right.
The shares to be issued under the authorisation will be directed to the current shareholders of Dasos Capital Oy, the target of the acquisition published by a stock exchange release on 21 December 2023, in proportion to the number of Dasos Capital Oy shares sold by them in the acquisition. The total number of shares to be issued in the share issue corresponds to approximately 12.6 per cent of all current shares in the Company, which corresponds to a maximum of approximately 11.2 per cent of all shares in the Company after the completion of the acquisition. The shares can be issued in several lots.
The subscription price for the shares issued is EUR 2.0938 per share determined in accordance with the terms and conditions of the acquisition by the 30-day volume weighted average share price of CapMan prior to signing of the acquisition. If the Company’s dividend or other distribution of funds before the closing would exceed the level expected to be proposed by CapMan’s Board of Directors, as communicated on 25 October 2023, the subscription price and/or the number of consideration shares shall be adjusted in proportion. The Board of Directors is granted the right to decide, within the limits of the share issue authorisation, on all other terms and conditions of the share issue.
The authorisation cannot be used for any purpose other than the payment of the purchase price of the acquisition. The authorisation will not revoke the share issue authorisation granted to the Board of Directors by the Annual General Meeting on 15 March 2023.
Minutes of the Extraordinary General Meeting
The minutes of the Extraordinary General Meeting will be available on the Company’s website at https://capman.com/shareholders/general-meetings/ as of 1 February 2024 at the latest.
For additional information, please contact:
Tiina Halmesmäki, General Counsel, CapMan Plc, tel. +358 40 590 1043
DISTRIBUTION
NASDAQ Helsinki
Principal media
www.capman.com
About CapMan
CapMan is a leading Nordic private asset expert with an active approach to value creation. As one of the private equity pioneers in the Nordics, it has built value in unlisted businesses, real estate, and infrastructure for over three decades. With approx. EUR 5 billion in assets under its management, its objective is to provide attractive returns and innovative solutions to investors. An example of this are the greenhouse gas reduction targets that it has set under the Science Based Targets initiative in line with the 1.5°C scenario. It has a broad presence in the unlisted market through its local and specialised teams. Its investment strategies cover minority and majority investments in portfolio companies and real estate, as well as infrastructure assets. It also provides wealth management solutions. Its service business includes procurement services. Altogether, CapMan employs approximately 180 professionals in Helsinki, Stockholm, Copenhagen, Oslo, London, Luxembourg and Jyväskylä. It has been listed on Nasdaq Helsinki since 2001. Learn more at www.capman.com.
