Martela Plans Directed Share Issue and Share Series Combination
News related to:Martela Corporation · 3 min read
Martela Corporation, a Finnish company, is planning a directed share issue to raise between EUR 5 million and EUR 8 million. The funds are intended to bolster the company’s working capital and support its ongoing business operations, development, and capital structure. The share issue is aimed at broadening the company’s shareholder base and ensuring the company’s continuity in the face of challenging market conditions.
According to the press release, the company has secured commitments from a group of anchor investors, including Harjavalta Oy, Onvest Oy, Ilmarinen Mutual Pension Insurance Company, and Paul Savolainen, as well as the Chairman of the Board of Directors, Tapio Pajuharju, and certain members of the executive management. These parties have agreed to subscribe for shares in the issue, amounting to approximately EUR 4.5 million. The subscription price per share will not exceed EUR 0.45, offering a premium of approximately 1.1% over the closing price of the company’s share on the trading day preceding this release and a discount of approximately 2.2% compared to the volume-weighted average price over a specific period.
The share issue is expected to be carried out during the second half of 2026, subject to market conditions. Tapio Pajuharju, the Chairman of the Board of Directors, stated, “It is extremely important for Martela that we can continue to move our profitability improvement programme forward with determination. The planned share issue and the combination of share series support this well. The strengthened financial position resulting from the share issue creates the conditions for a comprehensive development of the company’s operations, ranging from improving production efficiency to optimising financing costs and strengthening the competitiveness of the value chain.”
Heikki Martela, representing the Martela family, added, “We consider the measures proposed by the Board of Directors to be a good and material solution for Martela’s future and we fully support them. Martela has been building the best working environments for decades, and we want to ensure the continuity of this fine business. We believe that a strengthened financial position and a single share series will best serve the interests of the Company and all of its shareholders.”
In addition to the share issue, the company plans to combine its existing share series. Currently, Martela Corporation has two share series, series K and series A. Series K shares carry 20 votes each, while series A shares carry one vote each. The combination will result in a single series of shares, simplifying the company’s ownership structure and decision-making process. The combination will also involve a directed share issue without consideration to the holders of series K shares, issued on a 1:1 basis, to compensate them for the loss of voting rights.
The company’s Board of Directors believes that the combination of share series will improve Martela’s prospects for acquiring equity funding, increase interest in the company as an investment, and enhance the liquidity of the shares. The Board has obtained a fairness opinion from Aktia Alexander Corporate Finance Oy, which concluded that the proposed combination is fair to all holders of series K shares and series A shares.
The share issue and the combination of share series will be discussed at an Extraordinary General Meeting, which will be convened by the Board of Directors. Approximately 76.7% of the series K shares and the votes attached thereto have already been committed to voting in favour of the proposal, according to the company.
The company’s financial advisor is Aktia Alexander Corporate Finance Oy, and its legal advisor is Castrén & Snellman Attorneys Ltd. The share issue and the combination of share series are part of Martela’s ongoing efforts to strengthen its financial position and ensure long-term sustainability in the face of market challenges.