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. |