INSIDE INFORMATION: Martela's Board of Directors has resolved on a directed share issue of approximately EUR 6-8 million and publishes the terms and conditions of the share issue
Martela Corporation, Inside information, 30 September 2026 at 9:30 a.m. (EEST)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, 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.
Martela Corporation ("Martela" or the "Company") announced on 8 September 2026 that it was planning a directed share issue against consideration and the combination of its share series. The Company announced on 29 September 2026 that the Company’s Extraordinary General Meeting had approved the Board of Directors’ proposals to authorise the Board of Directors to resolve on a directed share issue against consideration and the combination of share series. Based on the authorisation granted by said Extraordinary General Meeting, Martela's Board of Directors has today resolved on a directed share issue against consideration of approximately EUR 6–8 million, under which it will offer for subscription, in deviation from the shareholders' pre-emptive subscription right, initially a maximum of 17,777,777 new shares of the Company corresponding to the existing series A shares, representing the Company’s sole series of shares following the combination of share series (the "Offer Shares") (the "Share Issue"). The subscription price is EUR 0.45 per Offer Share.
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 Share Issue in brief
- Martela seeks to raise gross proceeds of approximately EUR 6–8 million through the Share Issue by offering initially a maximum of 17,777,777 Offer Shares for subscription.
- The Share Issue consists of (i) an offering of Offer Shares to the Anchor Investors (as defined below) and other parties that have given a prior subscription undertaking, (ii) an offering of Offer Shares to domestic private individuals and entities in Finland and (iii) an offering of Offer Shares to domestic institutional investors in Finland.
- The Offer Shares correspond to approximately 383 per cent of all shares in the Company prior to the Share Issue and the combination of share series, and to approximately 79 per cent following the Share Issue, provided that all Offer Shares are subscribed for and the combination of the Company's share series is registered with the Trade Register.
- The subscription price is EUR 0.45 per Offer Share. The subscription price will be recorded in full in the Company's reserve for invested unrestricted equity.
- 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 the notice convening the General Meeting published on 8 September 2026, 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 the notice convening the General Meeting.
- The subscription period for the Share Issue begins on 30 September 2026 at 12:00 noon (EEST) and ends on 5 October 2026 at 10:00 a.m. (EEST) (the "Subscription Period"). The Board of Directors is entitled to extend the Subscription Period.
- The Subscription Period may be suspended at the earliest on 2 October 2026.
- The Company will publish a stock exchange release with the preliminary result of the Share Issue on an estimated date of 5 October 2026 (unless the Subscription Period is extended). The final result of the Share Issue is estimated to be published on 7 October 2026.
- The Offer Shares are estimated to be registered in the subscribers’ book-entry accounts on or about 13 October 2026.
- Trading in the Offer Shares on the Helsinki Stock Exchange is estimated to commence on or about 13 October 2026.
- Harjavalta Oy, Onvest Oy, Ilmarinen Mutual Pension Insurance Company, Paul Savolainen, Tirinom Oy and Baltiska Handels A.B (the “Anchor Investors”), the Chairman of the Board of Directors Tapio Pajuharju, and certain members of the Company’s executive management have undertaken to subscribe for shares in the Share Issue in a total amount of approximately EUR 6.7 million, subject to certain customary conditions. The undertakings are binding and irrevocable.
- 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.
- Aktia Alexander Corporate Finance Oy is acting as the Lead Manager and as the place of subscription of the Share Issue.
- The terms and conditions of the Share Issue are appended to this release.
Background to and use of proceeds of the Share Issue
The market situation in Martela’s industry has been weak for a long time and weakened further in 2026, which has weighed on revenue and operating profit. The Company’s efficiency measures in administration, sales and production have not been sufficient to offset the sharp decline in revenue.
The aim of the Share Issue is to strengthen the Company’s working capital, safeguard the continuity of its business, support the development of the business, improve the capital structure, and broaden the ownership base. The Company estimates that the Share Issue will raise gross proceeds of approximately EUR 6–8 million. With the proceeds from the Share Issue, the Company intends to strengthen its financial position and liquidity and to create room for manoeuvre to continue the necessary efficiency measures.
Martela’s aim is to improve its competitiveness, profitability and cash flow. Measures already implemented and those planned will help the Company adapt to lower volumes and fluctuations in demand, and their full impact will be seen in 2027. Key measures include clarifying and developing the product portfolio, investing in sound-insulated work and meeting spaces, growing the WaaS (“Workplace as a Service”) business model, moving towards manufacturing based more on customer orders, and reducing administrative and premises costs. The Company estimates that the medium-term impact of the measures on revenue, after financing items, will potentially amount to several million euros and on operating profit potentially to a few million euros.
Subscription undertakings
The Company has received commitments from the Anchor Investors to subscribe for Offer Shares in an aggregate amount of EUR 6.45 million, a commitment from the Chairman of the Board, Tapio Pajuharju, to subscribe for Offer Shares in the amount of EUR 200,000, and commitments from certain members of the Company's executive management to subscribe for Offer Shares in an aggregate amount of EUR 50,000. The subscription commitments amount to a total of EUR 6.7 million. The subscription commitments have been given subject to certain customary conditions and are binding and irrevocable. The subscription commitments correspond to approximately 14,888,885 Offer Shares and represent approximately 84 per cent of the total number of Offer Shares offered.
Preliminary timetable of the Share Issue
30 September 2026 at 12:00 noon – The Subscription Period begins
2 October 2026 at 4:00 p.m. – The Subscription Period may be suspended at the earliest
5 October 2026 at 10:00 a.m. – The Subscription Period ends
5 October 2026 – The preliminary result of the Share Issue is published (estimated)
7 October 2026 – The final result of the Share Issue is published (estimated)
12 October 2026 – The Offer Shares issued in the Share Issue are registered with the Trade Register (estimated)
13 October 2026 – Trading in the Offer Shares on the Helsinki Stock Exchange begins (estimated)
Exemption document
The Company will prepare an exemption document in connection with the Share Issue (the "Exemption Document"). The Exemption Document is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Exemption Document will be submitted to the Finnish Financial Supervisory Authority and published prior to the start of the Subscription Period, on an estimated date of 30 September 2026. The Finnish Financial Supervisory Authority does not review or approve the Exemption Document.
Regulated information published by the Company under its ongoing disclosure obligations is available on the Company's website at https://www.martela.com/en/about-us/martela-as-a-company/investors/stock-exchange-releases.
Listing of the Offer Shares
The Company intends to file an application for the Offer Shares to be admitted to trading on the main list of the Helsinki Stock Exchange together with the Company’s other shares, on an estimated date of 9 October 2026. Trading in the Offer Shares is estimated to commence on 13 October 2026, unless the Subscription Period is extended. The trading code of the Company’s shares (including the Offer Shares) is MARAS and the ISIN code is FI0009900385.
Advisors
Aktia Alexander Corporate Finance Oy is acting as Martela's financial advisor and as the Lead Manager of the Share Issue. Castrén & Snellman Attorneys Ltd is acting as Martela's legal advisor.
Annex: Terms and conditions of the Share Issue
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. With over 80 years of experience, 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:
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 not 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 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 its 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.
Attachment
