A shareholder of a listed company has an obligation to inform the Financial Supervisory Authority (FSA) and the listed company in question of the changes in its holding in the listed company's shares. A listed company publishes the flogging notification received from a shareholder.
Under the provisions of the Securities Markets Act, changes in holdings must be disclosed when the holding reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 66.7 (2/3) per cent of the voting rights or the numbers of shares of the company.
The flagging notifications must be sent to metsaboard.investors(at)metsagroup.com.
Flagging notifications in Metsä Board's share
Information from the year 2011 onwards
|Date of announcement||Company||Change in holding||Release|
|30 December 2022*||Metsäliitto Cooperative||shares > 50%||See details|
|10 March 2020||Metsäliitto Cooperative||votes > 2/3||See details|
|17 December 2019||Ilmarinen Mutual Pension Company||shares and votes < 5%||See details|
*Q&A: Metsäliitto Cooperative’s ownership in Metsä Board has exceeded 50%
Q: Will Metsäliitto Cooperative be obliged to make a mandatory public tender offer for all other shares in Metsä Board?
A: No. Metsä Board has two series of shares, of which a Series A share carries 20 votes and a Series B share 1 vote at the AGM. Thus, the proportion of the total number of shares held is different from the proportion of votes. The shareholder becomes subject to a mandatory tender obligation when the proportion of votes of to the shares exceeds the 30% or 50% threshold for the total number of votes attached to the company's shares (SMA 11:19). Metsäliitto Cooperative's share of the votes attached Metsä Board shares has already exceeded the 50% threshold before the mandatory bid limit was reduced to 50% more than 15 years ago. Since Metsäliitto Cooperative’s share of the votes attached to Metsä Board’s shares has not increased above the mandatory limit, there is therefore no obligation to make an offer.
Q: Why has Metsäliitto Cooperative included in its flagging notification the treasury shares held by Metsä Board in its shareholdings?
A: In notifications of substantial holdings and voting rights, the shareholder's reportable interest also includes the ownership and voting rights of an entity controlled by the shareholder (SMA 9:7). Metsä Board is an entity controlled by Metsäliitto Cooperative, as Metsäliitto Cooperative holds more than half of the voting rights attached to Metsä Board shares (SMA 2:4). Therefore, Metsäliitto Cooperative should have indicated in its flagging statement that it indirectly owns the treasury shares held by Metsä Board.
Q: When does a shareholder become obliged to make an offer for other shares in the company?
A: According to the Securities Market Act, a shareholder becomes subject to a mandatory bid obligation when the proportion of votes attached to the shares exceeds 30% or 50% of the total votes attached to all shares in the company (SMA 11:9). In addition, under the Limited Liability Companies Act, a shareholder whose shares represent more than 90% of all shares and votes attached to shares in the company has the right to redeem the remaining shares at fair value (LLCA 18:1). In addition, a minority shareholder who holds shares that can be redeemed may require such a majority shareholder to redeem his shares.