INSIDE INFORMATION: Martela is planning a directed share issue of EUR 5–8 million and the combination of its share series
Martela Corporation, Inside information, 8 September 2026 at 9:30 a.m. (EEST)
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Martela Corporation (“Martela” or the “Company”) is planning a directed share issue against consideration to raise gross proceeds of EUR 5–8 million (the “Share Issue”). The objective of the Share Issue is to strengthen the Company’s working capital and secure the continuity of its business, support the development of its business, rehabilitate its capital structure and broaden its shareholder base. The Company is also planning to combine its existing share series.
Harjavalta Oy, Onvest Oy, Ilmarinen Mutual Pension Insurance Company and Paul Savolainen (“Anchor Investors”), the Chairman of the Board of Directors Tapio Pajuharju and certain members of the Company’s executive management have undertaken, subject to certain customary conditions, to subscribe for shares in the Share Issue in a total amount of approximately EUR 4.5 million.
The Company’s Board of Directors plans to convene an extraordinary general meeting of the Company (the “Extraordinary General Meeting”) to consider proposals which include authorising the Board of Directors to resolve on the Share Issue and the combination of share series. The notice to the Extraordinary General Meeting is to be published later today. Provided that the Extraordinary General Meeting adopts the proposed resolution and subject to market conditions, the Company’s Board of Directors intends to carry out the Share Issue during the second half of 2026.
Background to the proposal
The challenging market conditions in Martela’s industry have persisted for an extended period and have deteriorated further during 2026, which has affected the Group’s revenue and operating result. Martela has implemented significant efficiency measures in administration, sales, and production , but these have not been sufficient to offset the sharp decline in revenue. The Company’s Board of Directors is of the view that the Share Issue provides a good opportunity to improve the financial position and liquidity and creates the necessary flexibility to continue with necessary measures.
Tapio Pajuharju, the Chairman of Martela’s Board of Directors, commented on the Board of Directors’ proposals as follows: “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. The Board of Directors considers that these measures will help build a foundation for sustainable profitability and long-term value creation for our shareholders.”
Heikki Martela, representing the Martela family, commented on the Board of Directors’ proposals as follows: “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.”
The planned Share Issue
The Company’s Board of Directors will propose to the Extraordinary General Meeting that the Board of Directors be authorised to resolve on a Share Issue consisting of a directed share issue totalling EUR 5–8 million for a group of domestic investors determined by the Board of Directors, in deviation from the shareholders’ pre-emptive subscription right. The implementation and timing of the Share Issue will depend on market conditions, but the Company’s Board of Directors estimates that, market conditions permitting, the Share Issue could be carried out during the second half of 2026.
The Anchor Investors, the Chairman of the Board of Directors Tapio Pajuharju and certain members of the Company’s executive management have undertaken, subject to certain customary conditions, to subscribe for shares in the Share Issue in a total amount of approximately EUR 4.5 million, including on the condition that the subscription price per share is EUR 0.45 at the most. The subscription price corresponds to a premium of approximately 1.1 per cent to the closing price of the Company’s share on the trading day preceding this release and a discount of approximately 2.2 per cent to the volume-weighted average price (VWAP) calculated for the period from 12 August 2026, being the publication date of the Company’s half-year financial report for 1 January–30 June 2026, to the trading day preceding this release.
A maximum of 17,777,777 new series A shares (or shares in the sole series of shares following the combination of share series) in the Company would be issued in the Share Issue. The shares represent approximately 383 per cent of the total number of shares in the Company prior to the Share Issue and the combination of share series.
In preparing for the Share Issue, the Company’s Board of Directors has carried out a comprehensive assessment and considered a number of different financing options, including the possibility of raising proceeds through a rights offering. The Company’s Board of Directors has concluded that the Share Issue is the best option among the alternatives both for the Company and in regard to the interest of its shareholders and that there is a weighty financial reason for deviating from the shareholders’ pre-emptive subscription right. This assessment is based on an overall evaluation of the Company’s financing needs and market conditions, as well as the availability of various financing options, timing factors and the likelihood of implementation. Compared to a directed share issue, the other alternatives involved, among other things, such timing requirements and uncertainties that, taking into account the Company's capital needs, support a directed share issue. Due to the low liquidity of the Company’s shares, it is also unlikely that an effective secondary market for subscription rights would develop in a rights offering. A directed share issue also enables the broadening of the Company’s shareholder base, which supports the development of the Company’s business in the long term. The Board of Directors pays particular attention to the fact that carrying out the Share Issue without a significant discount supports the market-based nature of the subscription price.
In connection with the Share Issue, the Company has given a lock-up undertaking pursuant to which, subject to certain customary exceptions, the Company has undertaken not to issue or sell shares in the Company during a period ending 90 days from the registration of the shares issued in the Share Issue in the Trade Register.
Combination of the share series
On the date of this release, Martela has two share series. Under the Company’s Articles of Association, the Company’s shares are divided into series K shares and series A shares. The series K and series A shares differ from each other in that each series K share entitles the holder to twenty (20) votes at a General Meeting, whereas each series A share entitles the holder to one (1) vote at a General Meeting. The shares are therefore of different series. All shares in the Company carry equal rights when distributing the Company’s assets.
On the date of this release, the total number of shares in the Company is 4,639,212 shares, of which 604,800 are series K shares and 4,034,412 are series A shares. Series A shares are traded on the regulated market maintained by Nasdaq Helsinki Ltd. Series K shares have not been subject to public trading.
The Company’s Board of Directors intends to propose to the Extraordinary General Meeting that the Company’s share series be combined so that, following the combination, the Company has a single series of shares that is publicly listed and in which the shares carry one (1) vote each and otherwise have equal rights. Following the combination of the share series, the provisions relating to different share series would be removed from the Articles of Association. The combination of share series involves a directed share issue without consideration to the holders of series K shares to compensate them for the loss of voting rights resulting from the combination, as described below. The Board of Directors considers that the combination of the share series is likely to improve the Company’s prospects of acquiring equity funding, increase interest in the Company as an investment, and improve the liquidity of shares in the Company. In addition to this, the Board of Directors assesses that the combination of the share series will simplify and clarify the Company’s ownership structure and decision-making, as voting rights will in future be distributed in proportion to shareholders’ shareholdings, as well as increase transparency.
Unless expressly stated otherwise, the term “series A shares” is used hereinafter in this release to refer both to the existing series A shares and to the shares in the sole series of shares following the combination of share series.
In connection with the combination of the share series, the existing series K shares, which have not been subject to trading on the regulated market, are converted to shares whose rights correspond to those of existing series A shares, i.e. shares of the sole series following the combination of share series. The conversion is done on a 1:1 basis, which means that one (1) series K share is converted into one (1) series A share. The Company intends to apply for the converted shares to be admitted to trading on the regulated market. In addition, the Company's Board of Directors will propose to the Extraordinary General Meeting that a directed share issue without consideration be made to the holders of series K shares whereby shareholders receive one (1) new series A share for every four (4) series K shares held in the same book-entry account. Based on the situation as at the date of this release, the maximum number of shares to be issued in the directed share issue without consideration would be 151,200 new series A shares. The purpose of the share issue is to compensate the holders of series K shares for the loss of voting rights attached to series K shares resulting from the combination of the share series.
Shareholders whose shares represent approximately 76.7 per cent of all series K shares and the votes attached thereto have undertaken in writing in advance to vote in favour of the proposal concerning the authorisation of the Board of Directors to resolve on the Share Issue and the combination of share series, and have given their consent to the combination of share series.
The Board of Directors has obtained a fairness opinion from Aktia Alexander Corporate Finance Oy concerning the combination of the two share series, attached hereto as Appendix (available in Finnish language only). According to the opinion, the proposed combination of the share series is, as at the date of the opinion, fair from a financial point of view to all holders of series K shares and series A shares.
Advisors
Aktia Alexander Corporate Finance Oy is acting as Martela’s financial advisor, and Castrén & Snellman Attorneys Ltd is acting as Martela’s legal advisor.
MARTELA CORPORATION
BOARD OF DIRECTORS
For further information, please contact:
CEO, Panu Ala-Nikkola
tel +358 50 502 4728
CFO, Henri Berg
tel +358 40 836 5464
Chairman of the Board, Tapio Pajuharju
tel +358 50 5774 200
DISTRIBUTION:
NASDAQ Helsinki, key news media, www.martela.com
MARTELA CORPORATION:
Martela is a Nordic leader specialising in user-centric working and learning environments. We create the best places to work and offer our customers the Martela Lifecycle solutions which combine furniture and related services into a seamless whole.
IMPORTANT NOTICE
This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, New Zealand, Japan, Singapore, South Africa or any other jurisdiction in which the release, publication or distribution would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for release, publication or distribution to or use by, any person or entity that is a citizen or resident of, or is located in, any locality, state, country or other jurisdiction where such release, distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.
This release does neither constitute a prospectus as defined in the Prospectus Regulation nor a document containing the information set out in Annex IX of the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.
No part of this release, nor the fact of its release, publication or distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the pertinence, accuracy, completeness or correctness of the information or the opinions contained herein. Neither the Company nor any of its respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.
Aktia Alexander Corporate Finance Oy acts exclusively for the Company and no one else in connection with the arrangement. Aktia Alexander Corporate Finance Oy does not regard any other person as its respective client in relation to the arrangement. Aktia Alexander Corporate Finance Oy is not responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the arrangement or any transaction or arrangement referred to herein.
This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. Neither the Company nor any of its affiliates, advisors, representatives or any other person undertakes any obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.
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