23. Share capital and shares
Movements in the number of shares:
('000) Number of
A shares
Number of
B shares
Total
At 31 December 2010 6,000 78,255 84,255
Conversion -250 250 0
At 31 December 2011 5,750 78,505 84,255
At 31 December 2012 5,750 78,505 84,255
CapMan Plc has two series of shares, A (10 votes) and B (1 vote). The shares have no nominal value. The total authorised number of ordinare shares is A 156,000,000 and B 156,000,000. All issued shares are fully paid.
€ ('000) Share capital Share premium account Other
reserves
Total
At 31 December 2010 772 38,968 38,679 78,419
At 31 December 2011 772 38,968 38,679 78,419
Options 135 135
At 31 December 2012 772 38,968 38,814 78,554
Other reserves
Other reserves include granted stock option subscription rights. The stock option programs are presented in Table 30. Share-based payments. The hybrid bond, €29 million, is included in other reserves under equity in the balance sheet. The coupon rate for the bond is 11.25% p.a. The interest on the bond is payable semi-annually and has been deducted from equity.
The bond has no maturity but the company may call the bond on 18 December 2013.
Translation difference
The foreign currency translation reserve includes translation differences arising from currency conversion in the closing of the books for foreign units.
Dividends paid and proposal for profit distribution
A dividend of €0.07 per share, totalling €5.9 million in all, was paid for the year 2011. The dividend was paid to shareholder on 26 March 2012. (A dividend of €0.12 per share, totalling €10.1 million in all, was paid for 2010.) The Board of Directors will propose to the Annual General Meeting to be held on 20 March 2013 that no dividend be paid to shareholders for 2012.
Redemption obligation clause
A shareholder whose share of the entire share capital or the voting rights of the Company reaches or exceeds 33.3 per cent or 50 per cent has, at the request of other shareholders, the obligation to redeem his or her shares and related securities in accordance with the Articles of Association of CapMan Plc.
In addition there is a redemption clause pertaining to the transfer of CapMan Plc A shares. If an A share is transferred to a new shareholder who does not already own A shares in the Company, the other shareholders of A shares have the right to redeem the shares under transfer in accordance with the conditions outlined in the Company’s Articles of Association.
Ownership and voting rights agreements
As at 31 December 2012 CapMan Plc had no knowledge of agreements or arrangements, related to the Company's ownership and voting rights, that were apt to have substantial impact on the share value of CapMan Plc.
Distribution of A and B shareholdings by number of shares and sector as at 31 December 2012
Shareholding Number of holdings % Number of shares % Number of votes %
1 – 100 972 15.84% 45,983 0.06% 45,983 0.03%
101 – 1 000 2,713 44.21% 1,487,306 1.77% 1,487,306 1.09%
1 001 – 10 000 2,106 34.32% 7,255,584 8.61% 7,255,584 5.33%
10 001 – 100 000 293 4.77% 7,168,051 8.50% 8,293,051 6.10%
100 001 – 53 0.86% 68,306,133 81.04% 118,931,133 87.43%
Total 6,137 100.00% 84,263,057 99.98% 136,013,057 99.99%
Nominee registered 9 11,290,997 11,290,997
On the book-entry register
joint account
18,709 0.02% 18,709 0.01%
Total shares outstanding 84,281,766 136,031,766
Sector Number of holdings % Number of shares % Number of votes %
Corporations 310 5.05% 28,817,688 34.19% 80,286,438 59.02%
Financial and insurance corporations 18 0.29% 14,568,098 17.28% 14,568,098 10.71%
Public sector institutions 5 0.08% 17,756,870 21.07% 17,756,870 13.05%
Households 5,746 93.63% 17,368,553 20.61% 17,368,553 12.77%
Non-profit organisations 33 0.54% 3,671,575 4.36% 3,671,575 2.70%
European Union 20 0.33% 1,058,103 1.26% 1,339,353 0.98%
Other countries and international organisations 5 0.08% 1,022,170 1.21% 1,022,170 0.75%
Total 6,137 100.00% 84,263,057 99.98% 136,013,057 100.00%
Nominee registered 9 11,290,997 13.40% 15,982,840 11.75%
On the book-entry register joint account 18,709 0.02% 18,709 0.01%
Total shares outstanding 84,281,766 100.00% 136,031,766 100.00%
Source: Finnish Central Securities Depository Ltd, as at 31 December 2012. Figures are based on the total number of shares 84,281,766 and total number of shareholders 6,142. There are 5,750,000 A shares, which are owned by companies under control or authority of CapMan Plc’s Senior Partners. A shares are included in Corporations in the sector breakdown. Largest A share shareholders are presented in the CapMan's largest shareholders as at 31 December 2012 table. CapMan Plc had 26,299 B shares as at 31 December 2012.
CapMan's largest shareholders as at 31 December 2012
Number of A shares Number of B shares Total number of shares Proportion of shares, % Number of votes Proportion of votes, %
Ilmarinen Mutual Pension Insurance Company 7,178,500 7,178,500 8.52% 7,178,500 5.28%
OY Inventiainvest AB (Ari Tolppanen**) 2,161,046 4,832,498 6,993,544 8.30% 26,442,958 19.44%
Yksityismetsätalouden eläkekassa Verso 4,403,047 4,403,047 5.22% 4,403,047 3.24%
Winsome Oy + Tuomo Raasio* 832,197 2,920,873 3,753,070 4.45% 11,242,843 8.26%
Winsome Oy 832,197 2,867,129 3,699,326 4.39% 11,189,099 8.23%
Tuomo Raasio 53,744 53,744 0.06% 53,744 0.04%
Varma Mutual Pension Insurance Company 3,675,215 3,675,215 4.36% 3,675,215 2.70%
Vesasco Oy 3,375,158 3,375,158 4.00% 3,375,158 2.48%
Stiftelsen för Åbo Akademi 3,000,000 3,000,000 3.56% 3,000,000 2.21%
Heiwes Oy + Heikki Westerlund* 1,253,896 1,718,260 2,972,156 3.53% 14,257,220 10.48%
Heiwes Oy 1,253,896 1,440,584 2,694,480 3.20% 13,979,544 10.28%
Heikki Westerlund 277,676 277,676 0.33% 277,676 0.20%
Joensuun Kauppa ja Kone Oy 2,820,405 2,820,405 3.35% 2,820,405 2.07%
Geldegal Oy + Mom Invest Oy (Olli Liitola**) 1,144,984 1,422,103 2,567,087 3.05% 12,871,943 9.46%
Geldegal Oy 1,144,984 808,359 1,953,343 2.32% 12,258,199 9.01%
Mom Invest Oy 613,744 613,744 0.73% 613,744 0.45%
The State Pension Fund 2,500,000 2,500,000 2.97% 2,500,000 1.84%
Guarneri Oy + Petri Saavalainen* 201,627 809,302 1,010,929 1.20% 2,825,572 2.08%
Guarneri Oy 201,627 494,414 696,041 0.83% 2,510,684 1.85%
Petri Saavalainen 314,888 314,888 0.37% 314,888 0.23%
Icecapital Pankkiiriliike Oy 903,124 903,124 1.07% 903,124 0.66%
Norum Russia Carry Limited (Hans Christian Dall Nygård*, Knut J. Borch*, Alberto Morandi*)
(Hans Christian Dall Nygård**, Knut J. Borch**, Alberto Morandi**)
888,568 888,568 1.05% 888,568 0.65%
Erikoissijoitusrahasto Fourton Fokus Suomi 800,000 800,000 0.95% 800,000 0.59%
Sijoitusrahasto Taaleritehdas Arvo Markka Osake 800,000 800,000 0.95% 800,000 0.59%
Sijoitusrahasto Evli Suomi Osake 713,200 713,200 0.85% 713,200 0.52%
Nordea Life Assurance Finland Lrd 700,000 700,000 0.83% 700,000 0.51%
Jensen Leif 699,469 699,469 0.83% 699,469 0.51%
Lapuan Osuuspankki 600,000 600,000 0.71% 600,000 0.44%
Total 5,593,750 44,759,722 50,353,472 59.75% 100,697,222 74.01%
Nominee registered 15,547,726 15,547,726 15,980,840 11.75%
Shareholdings of management and employees*** 5,625,000 14,194,906 19,819,906 23.52% 70,444,906 51.79%
Below is a list of flagging notifications that CapMan Plc has received in year 2012. An up-date information of all flagging notifications can be found at www.capman.com.
Two flagging notifications were issued during the year. In September a flagging notification was issued due to the following changes in ownership and/or voting rights: Oy Inventiainvest Ab’s share of the total number of shares and voting rights in CapMan Plc exceeded 5% and 15%, respectively. Oy Inventiainvest Ab is under the direct control of Ari Tolppanen. Ari Tolppanen’s and Oy Aristo-Invest Ab’s combined share of the total number of shares in CapMan Plc and their combined share of voting rights in CapMan Plc fell below 5%. In early January 2012, CapMan disclosed a flagging notification related to Legg Mason, Inc.’s shareholding decreasing below 5% on 28 December 2011. In addition, in January 2013, CapMan disclosed a flagging notification related to Eläkekassa Verso's shareholding exceeding 5% as a result of share transactions on 29 November 2012.
* Employed by CapMan.
** CapMan employee who exercises controlling power in the aforementioned company but who does not own CapMan shares directly.
*** Shareholders among the 100 largest shareholders of the Company.