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Avidly

Share issues

Avidly Oyj’s special issue to Palcmills Oy of 21 January 2019 

On the basis of the authorisation given by the company’s extraordinary general meeting on 31 August 2018, Avidly Oyj’s board of directors decided on 21 January 2019 to offer 110,000 new shares in the company to Palcmills Oy against payment in a special issue.

The share issue consisted of offering a total of 110,000 new shares at a subscription price of EUR 6.25 per share, and the total value of the special issue was EUR 687,500.00.

The share issue deviated from the shareholders’ pre-emptive subscription right. The rationale for the special issue was the strengthening of the company’s capital structure and the acquisition of additional capital, in particular as regards financing the growth of the company’s Inbound business, based on HubSpot technology, by means of corporate transactions. Therefore, the company had a weighty financial reason to deviate from the shareholders’ pre-emptive subscription right.

The share issue was fully subscribed and approved by the company’s board meeting on 21 January 2019. It is estimated that the share issue will be registered in February 2019, bringing the total number of shares in the company from 2,258,772 to 2,368,772.

Avidly Oyj’s special issue to CapMan Growth Equity Fund and certain other investors on 19 November 2018 

On the basis of the authorisation given by the company’s extraordinary general meeting on 31 August 2018, Avidly Oyj’s board of directors decided on 19 November 2018 to offer 460,000 new shares in the company to CapMan Growth Equity Fund 2017 Ky, and a total of 16,000 shares to other investors, against payment in a special issue.

The share issue consisted of offering a total of 416,000 new shares at a subscription price of EUR 6.25 per share, and the total value of the special issue was EUR 2,600,000.00.

The share issue deviated from the shareholders’ pre-emptive subscription right. The rationale for the special issue is the strengthening of the company’s capital structure and the acquisition of additional capital, in particular as regards financing the growth of the company’s Inbound business, based on HubSpot technology, by means of corporate transactions. Therefore, the company has a weighty financial reason to deviate from the shareholders’ pre-emptive subscription right.

The share issue was fully subscribed and approved by the company’s board meeting on 19 November 2018. The share issue was registered on 14 December 2018, bringing the company’s total number of shares from 1,842,772 to 2,258,772.

Zeeland Family Oyj’s special issue to Avidly AB of 31 August 2018

On the basis of the authorisation given by the company’s annual general meeting on 5 April 2018, Zeeland Family Oyj’s board of directors decided on 31 August 2018 to offer 350,012 new shares in the company to the shareholders of Avidly AB as payment for all shares in Avidly. This corresponded to an ownership share of approximately 19% in Zeeland Family.

The share issue consisted of offering a total of 350,012 new shares at a subscription price of EUR 6.19 per share, and the total value of the special issue was EUR 2.2 million. The share issue deviated from the shareholders’ pre-emptive subscription right since the company had a weighty financial reason for this.

The share issue was fully subscribed and approved by the company’s board meeting on 31 August 2018. The share issue was registered on 12 September 2018, bringing the company’s total number of shares from 1,492,760 to 1,842,772.

Zeeland Family Oyj’s special issue to the Nitroid group of 31 May 2018

On the basis of the authorisation given by the Company’s annual general meeting on 5 April 2018, Zeeland Family’s board of directors decided on 31 May 2018 to offer 94,891 new shares in the company as payment for all shares in the Nitroid group.

The share issue deviated from the shareholders’ pre-emptive subscription right since the company had a weighty financial reason for this. The basis for the special issue was a corporate transaction that would implement Zeeland Family’s strategy and substantially expand the company’s business. 

The share issue was fully subscribed and approved by the company’s board meeting on 31 May 2018. The share issue was registered on 8 June 2018, bringing the company’s total number of shares from 1,397,869 to 1,492,760.

Zeeland Family Oyj’s special capital contribution share issue of 1 June 2016

On the basis of the authorisation given by the company’s annual general meeting, Zeeland Family’s board of directors decided on 1 June 2016 to offer 81,953 new shares in the company as payment for all shares in H1 Web Oy. 

The share subscription price in the special issue was EUR 3.27 per share. The subscription price was paid by transferring all shares in H1 (1,300 shares) to the Company as a capital contribution. The share issue deviated from the shareholders’ pre-emptive subscription right. The rationale for the share issue was the acquisition of H1 Web Oy’s business activities by means of a share exchange and the expansion of the Company’s business.

The share issue was approved by the Company’s board meeting on 1 June 2016 and registered on 10 June 2016. The number of shares in the company grew from 1,315,916 to 1,397,869.

Zeeland Family Oyj’s special issue on 26 January 2016

On the basis of the share issue authorisation given by the Company’s annual general meeting that convened on 27 April 2015, the Company’s board of directors decided on 19 January 2016 on a special issue to finalise the acquisition of Idealmainos Oy’s Idealmarkkinointi business.

The issue was implemented in a manner wherein a special issue deviating from the shareholders’ pre-emptive subscription right was used to offer a total of 81,433 new shares in the Company to Idealmainos Oy for subscription.

The share issue was fully subscribed, approved by the company’s board meeting on 19 January 2016 and registered in the trade register on 26 January 2016. The number of shares in the company grew from 1,234,483 to 1,315,916.

Zeeland Oyj’s special capital contribution share issue of 22 April 2015

On the basis of the authorisation given by the Company’s annual general meeting on 1 April 2014, the Company’s board of directors decided on 22 April 2015 to offer 277,759 new shares in the company as payment for all shares in Family Inc. Advertising Network Oy.

The share subscription price in the special issue was EUR 2.52 per share and the total value of the special issue was EUR 699,952.68. The share issue deviated from the shareholders’ pre-emptive subscription right. The rationale for the share issue was combining the businesses of the Company and Family, expanding the Company’s business and strengthening the Company’s financial position. 

The share issue was fully subscribed and approved by the company’s board meeting on 22 April 2018. The share issue was registered on 5 May 2015, bringing the company’s total number of shares from 956,724 to 1,234,483.

Share issue 17 December 2014

On 17 December 2014, the Company’s extraordinary general meeting decided to reduce the number of shares in the Company, without lowering the share capital, by handing over treasury shares and redeeming treasury shares to the effect that, once the arrangements concerning the reduction of the number of shares in the Company are complete, every 218 (two hundred and eighteen) shares will correspond to one (1) share in the Company. Before the reduction of the number of shares, the total number of shares in the Company is 208,565,832 and, following the reduction of the number of shares, the total number of shares would be 956,724.

The share issue decisions below continue to indicate the historical numbers of shares.

Zeeland Oyj’s special issue of 20 August 2014

On the basis of the authorisation given by the Company’s annual general meeting on 1 April 2014, the Company’s board of directors decided on 9 July 2014 to offer 27,000,000 new shares in the company against payment to Finnish investors separately chosen by the Company’s board of directors.

A total of 15,172,178 new shares were subscribed in the share issue according to the terms of the issue, and the Company raised EUR 303,443.56 in new capital via the special issue. The approved subscriptions increased the number of shares in the company from 193,393,654 to 208,565,832.

The share issue was approved by the company’s board meeting on 20 August 2014 and registered in the trade register on 28 August 2014.

Zeeland Oyj’s special issue of 18 June 2013

On the basis of the share issue authorisation given by the Company’s annual general meeting that convened on 19 April 2012, the Company’s board of directors decided on 19 June 2013 on a special issue to finalise the acquisition of Taitomylly Oy’s business.

The issue was implemented in a manner wherein a special issue deviating from the shareholders’ pre-emptive subscription right was used to offer a total of 3,333,334 new shares in the Company to Taitomylly Oy for subscription.

The share issue was fully subscribed, approved by the company’s board meeting on 19 June 2013 and registered in the trade register on 26 June 2013. 

Zeeland Oyj’s special issue of 31 January 2013

On the basis of the share issue authorisation given by the Company’s annual general meeting that convened on 19 April 2012, the Company’s board of directors decided on a special issue to finalise the share transaction between Zeeland Solutions Oy and Maggie Oy. 

The issue was implemented in a manner wherein a special issue deviating from the shareholders’ pre-emptive subscription right was used to offer a total of 4,738,072 new shares in the Company to the minority shareholders of Zeeland Solutions Oy and Maggie Oy for subscription.

The share issue was fully subscribed, approved by the company’s board meeting on 30 January 2013 and registered in the trade register on 15 February 2013.

Zeeland Oyj’s subscription rights issue and personnel share issue of 19 September 2012

On the basis of the share issue authorisation given by the Company’s annual general meeting that convened on 19 April 2012, the Company’s board of directors decided on a subscription rights issue and personnel share issue. The share issue was arranged in order to strengthen the Company’s equity, to improve the Company’s cash position, to cover the losses from the Eirikuva business that the company was earlier engaged in, and to engage and incentivise the company’s personnel.

During the share issue, subscription rights were used to subscribe for 17,446,788 shares; 860,000 shares were subscribed for in the personnel share issue. The board decided to issue 15,830,060 unsubscribed shares to parties partnering with the Company. A total of 34,136,848 shares, or 90.3% of all shares offered, were subscribed for during the share issue.

The share issue was approved by the company’s board meeting on 17 October 2012 and registered in the trade register on 22 October 2012.

Eirikuva Digital Image Oyj Abp’s special issue of 4 May 2011

In line with the board of directors’ proposal, the general meeting decided to issue 135,545,400 new shares in the Company to Zeeland Oyj’s shareholders at a subscription price of EUR 0.03 per share. The share issue is related to combining the businesses of the Company and Zeeland, the strategic change in the Company’s business and the strengthening of the Company’s financial position. Therefore, the Company has a weighty financial reason to deviate from the shareholders’ pre-emptive subscription right. The share issue was fully subscribed and approved immediately after the general meeting and registered in the trade register on 6 May 2011. 

Eirikuva Digital Image Oyj Abp’s special issue of 22 September 2009

The Company’s board of directors has decided on a special issue and special granting of option rights, made in order to strengthen the Company’s capital structure, on the basis of the authorisation provided by the annual general meeting of 6 May 2009. This is mainly a private placement investment.

Eirikuva Digital Image Oyj Abp’s previous special issue was oversubscribed.

Eirikuva Digital Image Oyj Abp’s special issue of 15 October 2008

On the basis of the authorisation provided by the company’s annual general meeting of 4 June 2008 and extraordinary general meeting of 16 September 2008, the board decided on 24 September 2008 on a special issue and special granting of option rights. The issue ended on 15 October 2008. The option subscription and increase in share capital have been registered.

Share issue 9 October – 16 November 2007
Subscriptions in Eirikuva Digital Image Oyj Abp’s share issue approved

Eirikuva Digital Image Oyj Abp arranged a share issue between 9 October and 16 November 2007, during which the company offered a maximum of 1,500,000 new shares in the company for subscription. Before the start of the subscription period, the company also received secondary underwritings for a maximum of 1,500,000 shares pursuant to the terms of the share issue.

The company’s board of directors has approved the subscriptions made during the subscription period 9 October – 16 November 2007 in full and allocated the remaining shares among the parties issuing underwritings in accordance with the terms of the underwritings.

The largest subscribers during the share issue were as follows:

  • Oy Herttaässä Ab 455,500 shares
  • Possidentes Oy 341,625 shares
  • Blue White Capital Oy 113,875 shares
  • Troll Capital Oy 113,875 shares
  • Jonas Nordlund 113,875 shares
  • Kargol Oy Ab 56,938 shares
  • Markku Hietamäki 56,938 shares
  • Merja Ailama-Mäkitalo 56,938 shares
  • Juha Kojonen 36,132 shares
  • Confido Capital Oy 20,805 shares

Following the share issue, the Company’s largest shareholders were as follows:

  • Amago Capital AB (publ) 57.39%
  • Oy Herttaässä Ab 12.94%
  • Possidentes Oy 9.71%
  • Blue White Capital Oy 3.24%
  • Troll Capital Oy 3.24%
  • Jonas Nordlund 3.24%
  • Kargol Oy Ab 1.62%
  • Markku Hietamäki 1.62%
  • Merja Ailama-Mäkitalo 1.62%
  • Juha Kojonen 1.03%
  • Confido Capital Oy 1.00%

As a result of the share subscriptions, the company’s share capital will increase by EUR 600,000.00. The remaining EUR 600,000.00 will be recorded in the invested unrestricted equity reserve.

The new shares subscribed in the share issue will be recorded in the trade register at the latest on 28 November 2007, and their listing on OMX First North Finland will be applied for around 3 December 2007. The place of subscription was Privanet Pankkiiriliike.