A piece of the business
There are two series of Honkarakenne shares. The difference is described in the corporate byelaws. The number of series A shares is 300,096 and the number of series B shares is 5,911,323. The series B shares are quoted on the Small Caps list of NASDAQ OMX Helsinki Oy with the ticker code HONBS. The total share capital is 9,897,936 euro.
According to the corporate byelaws each of the series A share bears 20 votes and each of the series B share bears 1 vote in general meetings.
Saarelainen Oy and certain shareholders representing the Saarelainen family signed an amended shareholder agreement on February 17, 2009. The previous shareholder agreement was signed on April 21, 1990. The parties to the agreement agreed that the shareholders will strive to exercise their voting rights unanimously at company meetings. If they are unable to reach consensus, the shareholders will vote in favour of Saarelainen Oy’s position. When members of the Saarelainen family are elected to the Board of Directors of Honkarakenne Oyj, the election will be subject to an agreement based on the shareholders’ unanimous decision. If the parties are unable to reach a consensus the shareholders’ meeting of Saarelainen Oy will decide on which family member is to be elected based on the majority of votes given at the meeting.
According to the shareholder agreement, the shareholders agree not to sell or assign the Honkarakenne Oyj A shares they own to anyone else except a shareholder who has signed the agreement, or to Saarelainen Oy, with certain exceptions, before making such shares available under the right of first refusal to Saarelainen Oy or a party designated by Saarelainen Oy.
In addition to Saarelainen Oy, the agreement covers the following shareholders:
- Sinikka Saarelainen
- Reino Saarelainen estate
- Erja Saarelainen
- Eero Saarelainen estate
- Mauri Saarelainen
- Pirjo Ruuska
- Anita Saarelainen
- Kari Saarelainen
- Paula Saarelainen
- Helena Ruponen
- Jukka Saarelainen
- Sari Saarelainen
- Jari Saarelainen
If a series A share is transferred to a non-shareholder otherwise than by inheritance, testament, or matrimonial right, it is obliged to be announced to the corporate board. The board has the right to redeem the series A shares in the book value of the previous financial year within 30 days from the announcement by using the reserve fund or other assets exceeding the share capital. If the redeem is not completed the corporate board is liable for giving an announcement to all series A shareholders. Then, the shareholders have the right of redemption with the same terms as described above within another 30 days. If more than one shareholder wishes to execute his right of redemption, the redeemable series A shares shall be split accordingly to the original number of the shareholders’ shares. Or, if this is not possible, by draw.
DIRECTED SHARE ISSUE 2017
The Board of Directors of Honkarakenne Oyj carried out a directed share issue on 3 March 2017 based on a share issue authorization granted by the Annual General Meeting on 15 April 2016. In the directed issue, AKR Invest Oy subscribed for 1,000,000 Honkarakenne B shares.
The subscription price was EUR 1.50/share, i.e. EUR 1,500,000 in total. To determine the subscription price, the Board of Directors requested a fairness opinion from an outside party. The fairness opinion received supports the acceptability and accuracy of the subscription price. The subscription price paid for the shares will be entered, in full, in the company’s invested unrestricted equity fund. The subscription price has been paid in full.
The Board of Directors launched a directed share issue to reinforce the company’s financial and balance sheet position. The share issue thus had a weighty reason in accordance with the Limited Liability Companies Act.
When the new shares are entered in the Trade Register, the rights pertaining to them will be equal to those of the company’s earlier B shares. It is estimated that the subscribed shares will be admitted for public trading at Nasdaq OMX Helsinki Oy in spring 2017.
After the share issue, Honkarakenne Oyj’s share capital comprises a total of 6,211,419 shares, of which 300,096 are A shares and 5,911,323 are B shares. The company’s share capital remained unchanged and be EUR 9,897,936.00. Each B share will carry one (1) vote and each A share carry twenty (20) votes. After the share issue, Honkarakenne’s shares in aggregate thus carry a total of 11,913,243 votes.
DIRECTED SHARE ISSUE TO PERSONNEL 2014
On the basis of the authorisation to issue shares granted to the Board of Directors of Honkarakenne Oyj at the Annual General Meeting of 5 April 2013, the Board decided, on 10 January 2014, to arrange a directed issue, based on which the company’s employees will be offered the opportunity to subscribe for a maximum total of 150,000 new Honkarakenne Series B shares (“Directed Share Issue to Personnel”). The subscription period in the Directed Share Issue to Personnel ended on 17 February 2014 and the company’s Board of Directors has decided on approving the subscriptions. Subscriptions were approved in full. The Board of Directors approved subscriptions for a total of 42,451 new Series B shares in the Directed Share Issue to Personnel.
The Series B shares subscribed for in the Directed Share Issue to Personnel represent about 0.9 per cent of all of the company’s Series B shares and the votes they confer. In the Directed Share Issue to Personnel, 62 employees of the company subscribed for shares. Shares were offered to a total of 146 employees.
The new Series B shares subscribed for in Honkarakenne Oyj’s share issue to personnel were entered in the Trade Register ON 19 March 2014 and they will be available for trading on NASDAQ OMX Helsinki Oy on 20 March 2014. However, a share transfer restriction will apply to shares subscribed in Directed Share Issue to Personnel until 16 February 2015.
After the registration of the new shares, Honkarakenne Oyj’s number of Series B shares is 4,911,323. The company’s number of Series A shares will not change. The total subscription price of the new shares, EUR 90,195.93, will be recorded in full in the invested non-restricted equity fund of the company, and the new shares have no effect on the company’s share capital.
DIRECTED ISSUE 2011
The Board of Directors of Honkarakenne Oyj decided on a shareholding plan directed to Honkarakenne Group’s executives on 31 May 2010. The purpose of the plan is to enable the executives’ long-term shareholding in the Company. The Board of Directors decided on 7 June 2011 to transfer 17,250 series B treasury shares held by the Company in a share issue against payment directed to Honka Management Oy, a company established by the executives, in order to extend the plan to a new member of the Honkarakenne Executive Group Sanna Wester.
Honkarakenne Oyj has on 7 June 2011 transferred a total of 17,250 treasury shares (HONBS) as part of the Honkarakenne Group’s executives’ shareholding plan. The transfer value of the shares is 5.26 euros per share and 90,735 euros in total.
After this transfer, Honka Management holds 286.250 series of Honkarakenne B shares.