Page 72 - Restamax Plc Annual Report 2017

SUBORDINATED LOANS

Subordinated loans, TEUR 31/12/2017 31/12/2016
Parent company 0.0 77.0
Group 220.0 297.0

The company has received a subordinated loan defined in holding in Restamax Plc subsidiary Hernesaaren Ranta
Chapter 12 of the Limited Liability Companies Act. Oy was bought. This increases Restamax Plc’s share-
holding in Hernesaaren Ranta Oy to 80%.
In the event of the dissolution, liquidation and bankruptcy
of the debtor, the subordinated loan can be repaid at a In February 2017, Smile Industries Tampere Oy was
lower priority compared to all other creditors, but before established with Restamax Plc subsidiary Smile Indus-
the proportional share of the shareholders. tries Oy owning a 76.50% shareholding.

During the debtor’s operations, the subordinated loan can In March 2017, a 10% minority shareholding in Restamax
only be repaid in part or in full to the extent where the total Plc subsidiary Smile Palvelut Ilo Oy was bought. This
amount of the debtor’s unrestricted equity and subordi- increased the shareholding of Restamax Plc subsidiary
nated loans at the time of payment exceeds the debtor’s Smile Henkilöstöpalvelut Oy in Smile Palvelut Ilo Oy
loss confirmed for the last completed financial period or to 90 %. In March, Smile ICT Oy was established with
the loss included on the balance sheet of a later financial Restamax Plc subsidiary Smile Henkilöstöpalvelut Oy
statement. owning a 55 % shareholding.

This subordinated loan has a higher priority to the debtor’s In April 2017, Restamax Plc’s subsidiary engaging in
assets than subordinated loans that have been issued to the the restaurant business bought 80% of the shares in
debtor after the date of signing this agreement. The debtor Tillikka Oy with a deed of sale dated 31 March 2017. The
undertakes to adhere to the order of priority described ownership of the shares was transferred on 1 April 2017.
above in all financing activities.
In April 2017, Restamax Plc’s subsidiary engaging in
The repayment of the subordinated loan does not have a the labour hire business, Smile Henkilöstöpalvelut
due date, and it will only be repaid to the creditor upon the Oy, bought the entire shareholding of Smile Banssi Oy
decision of the debtor. The creditor does not have the right (formerly Pasianssi Oy) with a deed of sale dated 5 April
to demand the repayment of the subordinated loan. 2017. The business and ownership of the object of the
transaction were transferred to the Group on 5 April 2017.
However, if Restamax Plc’s holding in the debtor company Smile Banssi Oy’s subsidiaries are Smile Banssi Etelä
falls under 50 per cent, the subordinated loan capital will Oy (formerly Banssi etelä Oy), Smile Banssi Pohjoinen
become due and payable immediately. Oy (formerly Banssi pohjoinen Oy), Smile Banssi Häme
Oy (formerly Banssi häme Oy), Smile Banssi Uusimaa
No interest will be paid on the subordinated loan, and the Oy (formerly Banssi uusimaa Oy), Smile Banssi Itä Oy
repayment of the loan has not been secured with collateral. (formerly Banssi itä Oy), Smile Banssi Länsi Oy (formerly
Banssi länsi Oy), Smile Banssi Keski Oy (formerly Banssi
Changes in Group structure in 2017 keski Oy), Smile Banssi Kaakko Oy (formerly Banssi
kaakko Oy), Smile Banssi Lappi Oy (formerly Banssi
In January 2017, Restamax Plc purchased 60% of the lappi Oy), Smile Banssi Helsinki Oy (formerly Banssi
share capital of a company called Thai Papaya Oy engaged Helsinki Oy), Smile Banssi Safety Oy (formerly Banssi
in the restaurant business, with a deed of sale dated 29 Safety Oy), Smile Rmax Oy (formerly Banssi Hoiva Oy)
December 2016. The ownership of the shares was trans- and Talous Bandora Oy.
ferred to Restamax Plc on 1 January 2017. Also in January,
Rivermax Oy was established in which Restamax Plc has In April 2017, a private offering of shares was carried out
a 72% shareholding. in Restamax Plc’s subsidiary Smile Henkilöstöpalvelut
Oy. As a result of the offering, Restamax Plc’s share-
In January 2017, Smile Industries Jyväskylä Oy and Smile holding in Smile Henkilöstöpalvelut Oy is 80.77 %. Also
Industries Kuopio Oy were established. Restamax Plc’s in April, a share exchange was carried out in Smile MMS
subsidiary Smile Industries Oy owns 100% of Smile Oy, as a result of which Restamax Plc subsidiary Smile
Industries Jyväskylä Oy and 90% of Smile Industries Henkilöstöpalvelut Oy owns 100% of shares in Smile
Kuopio Oy. MMS Oy.

In February 2017, Restamax Plc sold its entire share- In May 2017, Mikonkadun keidas Oy was established in
holding of 70% of Max Siivouspalvelut Oy. Control of the which Restamax Plc has a 90% shareholding.
shares was transferred on 28 February 2017. In February,
the companies Skohan Oy and Somax Oy were estab- In June 2017 with a deed of sale dated 2 June 2017,
lished. Restamax Plc owns 75% of Skohan Oy and 70% Restamax Plc purchased 90% of the shares in Harry’s
of Somax Oy. Also in February, a 20% minority share- Ravintolat Oy. The ownership of the shares was trans-

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