Administer
Overview
Financial overview
Equity research
Administer’s profitability in Q1 improved more than expected, and our 2024E EBITDA estimate is up by some 10%. We raise our TP to EUR 3.0 (2.6), BUY-rating intact.
Administer’s Q1 net sales declined by 3.1% y/y, driven by a 14.8% decline in Econia’s net sales. EBITDA improved by some 56% y/y to EUR 1.7m. Overall the report appears more on the positive side, as the impact of the profitability programme is taking effect.
Administer’s H2 was fairly in line with expectations. 2024 looks to remain on the softer side while the new financial targets suggest expectations for a clear turnaround in profitability in the coming years.
Administer’s H2 figures were fairly in line with our expectations. Revenue amounted to EUR 36.6m (Evli EUR 37.1m), with growth of 27.0%. EBITDA amounted to EUR 1.3m (Evli EUR 1.1m). Administer updated its strategy, targeting revenue of EUR 100m and a 15% EBITDA-margin by 2026.
Administer issued its second profit warning for 2023, driven mainly by the weakened economic situation. Growth is looking more challenging, while cost savings support improvements in profitability.
Administer is seeking an annual profitability improvement of EUR 7m, with profitability in H1 being rather weak. The margin improvement potential supports valuation upside.
Administer’s H1 figures were on par with our expectations. Revenue amounted to EUR 39.2m (Evli EUR 39.0m), with growth of 64.1%. EBITDA amounted to EUR 1.6m (Evli EUR 1.9m). Administer initiated a cost savings programme and change negotiations, seeking an annual profitability improvement of EUR 7m in 2024.
The profitability guidance downgrade creates a near-term setback, but improvement potential still favours valuation upside. We lower our TP to EUR 3.5 (4.0), BUY-rating intact.
Administer reported H2 figures a notch above our expectations. The guidance appears rather conservative, and our estimates remain above the guidance range.
Administer’s H2 figures were slightly better than expected. Revenue amounted to EUR 28.9m (Evli EUR 27.4m), with growth of 30.8%. EBITA amounted to EUR 2.1m (Evli EUR 2.0m). The 2022 dividend proposal is EUR 0.05 per share (Evli EUR 0.00). Guidance for 2023: Revenue EUR 76-81m and EBITDA-margin 7-9%.
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Administer Plc Company release 2 July 2024 10.30 EET
Administer Plc has submitted a bid to the City of Pieksämäki for the shares of Kuntalaskenta Oy. The bid has been approved by the Board of Directors of Administer Plc and the Pieksämäki City Council. The transaction is expected to take place in early autumn and a part of the total price is intended to be paid with new shares through directed share issue.
With the acquisition, 40.1 per cent of the shares of Kuntalaskenta will be transferred to Administer Plc. The purchase price is 120.000 euros, of which 50.000 euros will be paid with Administer Plc’s shares. After this acquisition Administer’s share of ownership of Kuntalaskenta Oy’s shares is 90 per cent. The remaining 10 per cent of the shares of Kuntalaskenta still under the ownership of the City of Pieksämäki will be acquired at market price in three years’ time on the basis of a predetermined valuation principle. Previously, Administer Plc was a minority shareholder in Kuntalaskenta.
“The transaction now concluded shows that we at Administer Group are committed to the long-term development of Kuntalaskenta. We will do everything we can to stabilise the company’s situation as soon as possible. With this change, we want to ensure that Kuntalaskenta is able to offer its customers reliable and consistent service in the future. The financial management services offered by Kuntalaskenta to the public sector complement the service offering of our Group well,” says Kimmo Herranen, CEO of Administer Plc.
Kuntalaskenta was established in 2004, and the company has approximately 25 employees. Its turnover in 2023 was EUR 2.25 million.
Further information:
Kimmo Herranen
CEO
Administer Plc
tel. +358 (0)50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Flagging notification 5 June, 2024 at 12 EET
Administer Oyj has on 5 June, 2024, received a notification from Peter Aho. The notification was made pursuant to chapter 9, section 10 of the Securities Market Act. Under the transition rules of the act 163/2024 amending the Finnish Securities Market Act (Amending Act), a shareholder in a First North listed company is required to notify major holdings within two months from the entry into force of the Amending Act. The notification has been made based on said transition rules, and not an acquisition or disposal of shares.
Shares and voting rights are according the situation on 19 April 2024, effective date of the Amending Act.
Total positions of Peter Aho subject to the notification obligation:
| % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both in % | Total number of shares and voting rights of issuer |
Resulting situation on the date on which threshold was crossed or reached | 47,59 % |
| 47,59 % | 14 354 144 |
| Number of shares and voting rights | % of shares and voting rights | ||
Class/type of shares ISIN code
| Direct | Indirect | Direct | Indirect
|
FI4000513411 | 6 830 980 |
| 47,59 % | 6 830 980 |
Kimmo Herranen
CEO
Administer Oyj
phone +358 50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
phone +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Flagging notification 5 June,2024 at 12 EET
Administer Oyj has on 5 June, 2024, received a notification from Ilmarinen pension insurance company. The notification was made pursuant to chapter 9, section 10 of the Securities Market Act. Under the transition rules of the act 163/2024 amending the Finnish Securities Market Act (Amending Act), a shareholder in a First North listed company is required to notify major holdings within two months from the entry into force of the Amending Act. The notification has been made based on said transition rules, and not an acquisition or disposal of shares.
Shares and voting rights are according the situation on 19 April 2024, effective date of the Amending Act.
Total positions of Ilmarinen pension insurance company subject to the notification obligation:
| % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both in % | Total number of shares and voting rights of issuer |
Resulting situation on the date on which threshold was crossed or reached | 8,71 % |
| 8,71 % | 1 250 000 |
| Number of shares and voting rights | % of shares and voting rights | ||
Class/type of shares ISIN code
| Direct | Indirect | Direct | Indirect
|
FI4000513411 | 1 250 000 |
| 8,71 % | 1 250 000 |
Kimmo Herranen
CEO
Administer Oyj
phone +358 50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
phone +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Flagging notification 5 June 2024 at 12 EET
Administer Oyj has on 5 June, 2024, received a notification from Rolf Backlund. The notification was made pursuant to chapter 9, section 10 of the Securities Market Act. Under the transition rules of the act 163/2024 amending the Finnish Securities Market Act (Amending Act), a shareholder in a First North listed company is required to notify major holdings within two months from the entry into force of the Amending Act. The notification has been made based on said transition rules, and not an acquisition or disposal of shares.
Shares and voting rights are according the situation on 19 April 2024, effective date of the Amending Act.
Total positions of Rolf Backlund subject to the notification obligation:
| % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both in % | Total number of shares and voting rights of issuer |
Resulting situation on the date on which threshold was crossed or reached | 8,60 % |
| 8,60 % | 14 354 144 |
| Number of shares and voting rights | % of shares and voting rights | Total number of shares and voting rights | ||
Class/type of shares ISIN code
| Direct | Indirect | Direct | Indirect
|
|
FI4000513411 | 28 742 | 1 250 508 | 0,20 % | 8,40 % | 1 234 250 |
Kimmo Herranen
CEO
Administer Oyj
phone +358 50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
phone +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc Company release 8 May 2024 at 8:30 EEST
Administer Plc: Business review 1 January–31 March 2024
Figures in parenthesis refer to the comparison period in the previous year, unless otherwise stated.
January–March 2024
Key figures
- Net sales EUR 19.0 million (19.6), showing a decrease of –3.1%. The decrease in the Group’s net sales is caused particularly by the cyclical fluctuations in staffing.
- EBITDA EUR 1.7 million (1.1), or 9.1% (5.7%) of the net sales. The implementation of our profitability programme is reflected in increasing profitability: EBITDA increased by 56%.
- Operating profit EUR 0.2 million (–0.3), or 1.3% (–1.4%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR –1,0 million (–1,0) in total.
Key events
- The company continued its profitability programme, started in August 2023, which focuses on improving long-term financial results and profitability.
- In March 2024, the company published its revised strategy. The strategy is based on profitable growth and efficient use of business synergies, both in customer interface and in internal processes.
- In January 2024, the company acquired the accounting business of Pohjanmaan Laskenta Oy, operating in the Vaasa region. The acquisition strengthens Administer’s operations in the Vaasa region, where the company already has its own office.
Key figures
EUR million unless otherwise stated | 1‒3/ | 1‒3/ | Change, % | 1‒12/ |
Net sales | 19.0 | 19.6 | ‒3.1% | 75.9 |
EBITDA | 1.7 | 1.1 | +56.0% | 2.8 |
% of net sales | 9.1% | 5.7% | 3.8% | |
Operating profit (EBITA) adjusted with amortisation of goodwill | 1.3 | 0.7 | +76.5% | 1.0 |
% of net sales | 6.6% | 3.6% | 1.3% | |
Operating profit/loss | 0.2 | –0.3 | –3.0 | |
Profit/loss before appropriations and tax | 0.0 | –0.4 | –3.9 | |
Result adjusted with amortisation of goodwill | 1.0 | 0.4 | +136.9% | 0.1 |
% of net sales | 5.3% | 2.2% | 0.1% | |
Earnings per share (EPS) | –0.00 | –0.04 |
| –0.27 |
Return on equity (ROE), % | –12.1% | –4.1% | –14.1% | |
Equity ratio, % | 45.1% | 49.0% | 44.0% | |
Debt-to-equity ratio, % | 53.6% | 47.6% | 53.6% | |
Personnel on average | 1,029 | 1,073 | –4.1% | 1,110 |
CEO’s review
The first quarter of the year 2024 was realised almost as planned. Our net sales decreased 3.1%, amounting to EUR 19.0 million (EUR 19.6 million). Due to staffing, the Group’s net sales are more affected by fluctuations in economic cycles than before. A significant share of staffing services provided by Econia is focused on primary production, with the busiest operating period being in the second and third quarters of the year. Our profitability programme is clearly reflected in the improved EBITDA, which amounted to EUR 1.7 million, or 9.1% of net sales (EUR 1.1 million, or 5.7%).
In March 2024, we published the revised Group strategy. It is based on profitable growth and efficient use of business synergies, both in customer interface and in internal processes. The strategy clarifies our operations as a group, providing a framework for both growth and operative development. We have four strong primary brands: Silta Oy, Econia Oy, accounting firm Administer, and EmCe Solution Partner Oy. The versatile offering of these companies creates a unique whole, where different services support one another. We are implementing our strategy in all business operations.
During the review period, the net sales of Silta, which offers payroll and HR services, grew 3.5%, amounting to EUR 6.5 million (EUR 6.3 million). In sales, we succeeded in acquiring new clients and the commissioning of these projects will start later this spring. In staffing, we succeeded in strengthening the business and expanding to payroll experts. In line with the new strategy, the business will continue to invest in maintaining growth and improving the customer experience.
The development of the net sales of Econia, which provides HR services and staffing, international expert services, and domestic financial management services, was significantly affected by the general economic uncertainty, including strikes, and seasonal fluctuations in staffing in particular. The company’s net sales decreased by 14.8%, amounting to EUR 5.4 million (EUR 6.4 million). We estimate the net sales to grow in the second and third quarters of 2024. With the acquisition we made in 2023 relating to Compliance services, we expanded our service model for preventing a grey economy, which is reflected in the stronger and more international offer base. The strategic goal of the business is profitable growth and continuous development of expertise.
The net sales of Administer’s accounting firm business grew by 5.5%, amounting to EUR 4.9 million (EUR 4.5 million). Early in the year, the accounting firm business was successful in public tendering, one example being the new framework agreement with the City of Espoo. In our own software development, eFina underwent a significant automation reform, based on artificial intelligence, to account for purchase invoices. Increasing the degree of automation remains central in the future. The strategic focus of the business is on customer satisfaction and developing the personnel’s expertise.
The net sales of EmCe, which provides software services, remained unchanged, amounting to EUR 2.1 million (EUR 2.1 million). Early in the year, we were successful in sales, and the company acquired significant new clients. Additional sales to existing clients were also successful during the review period. The expansion in the use of EmCe software within the Group has progressed well. The business has continued the development of the degree of automation and usability of our own software.
In the current market situation, we can be satisfied with the development of profitability and the level of net sales. The measures taken in the autumn of 2023 are now positively reflected in profitability, and the new strategy gives us a good basis to continue developing our business in line with our targets. Regardless of future developments in the Finnish economy, our goal remains to be a growth company.
Kimmo Herranen
CEO
Outlook
Administer seeks to continue growth investments as well as organic and inorganic growth in 2024. Administer estimates that its net sales will be EUR 76–81 million and its EBITDA margin will be 6–9% in 2024.
More information
Kimmo Herranen, CEO, kimmo.herranen@administer.fi, tel. +358 50 560 6322
Kalle Lehtonen, CFO, kalle.lehtonen@administer.fi, tel. +358 400 539 968
Webinar
CEO Kimmo Herranen and CFO Kalle Lehtonen will present the result in a webinar on 8 May 2024 at 11.00 a.m. EET. Questions can be sent during the event via the chat function.
You can join the webinar at https://administer.videosync.fi/q1-2024-results
Contacts
- Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies.
www.administergroup.com
Attachments
Administer Plc, Company release 10 April 2024 at 16.15 EET
The Annual General Meeting of Administer Plc (the “Company”) was held today on 10 April 2024 in Helsinki, Finland. The meeting was held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsections 1 and 2 of the Finnish Companies Act (621/2006, as amended).
Adoption of financial statements and discharge from liability
The Annual General Meeting adopted the financial statements for the financial year of 2023 and discharged the members of the Board of Directors and the CEO from liability.
Use of the profit shown on the balance sheet and the payment of dividend
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend be paid based on the balance sheet adopted for the financial year ended 31 December 2023.
Members and remuneration of the Board of Directors
The number of the members of the Board of Directors was confirmed to be six (6). Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen were re-elected as board members.
The annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore the Chair of the Board shall be paid an annual remuneration of EUR 50,000 and other members of the Board shall each be paid an annual remuneration of EUR 25,000. Additionally, should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000. If a Board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.
The committee members shall be paid EUR 500 per meeting. Board members’ and committee members’ travel expenses shall be reimbursed in accordance with the Company's travel policy.
Election and remuneration of the Auditor
Ernst & Young Oy, authorized public accountants, was re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Johanna Winqvist-Ilkka, APA, as the auditor with principal responsibility.
The Auditor’s fees will be paid against the Auditor’s reasonable invoice approved by the Company.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors was authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares. The authorization covers a maximum of 1,435,414 shares, which corresponds to approximately 10 percent of all shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.
The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2025.
Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors was authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act. The authorization covers a maximum of 1,435,414 shares, which corresponds to approximately 10 percent of all shares in the Company.
The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization is effective until the end of the next Annual General Meeting; however, no longer than until 30 June 2025.
The minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the Company’s website at www.administergroup.com/en/investors/ on 24 April 2024 at the latest.
The organising meeting of the Board of Directors
In its organising meeting, the Board of Directors of the Company has elected Jukka-Pekka Joensuu as the Chair of the Board of Directors.
The Board of Directors has elected Leena Siirala as the Chair as well as Jukka-Pekka Joensuu and Risto Koivula as members of the Company’s Audit Committee.
Administer Plc
The Board of Directors
Further information
Kimmo Herranen
CEO
Administer Plc
Tel. +358 50 560 6322
kimmo.herranen@administer.fi
Certified Adviser: Evli Pankki Oyj, +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies, for example Kuntalaskenta Oy.
www.administergroup.com
Attachments
Administer Plc, Managers' Transactions, 5 April 2024 at 12:00 EET
Person subject to the notification requirement
Name: Kimmo Herranen
Position: Chief Executive Officer
Issuer: Administer Oyj
LEI: 743700M4YLEWP2UNWG60
Notification type: INITIAL NOTIFICATION
Reference number: 57460/4/4
Transaction date: 2024-04-04
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000513411
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 480 Unit price: 2.54 EUR
(2): Volume: 20 Unit price: 2.56 EUR
(3): Volume: 6 Unit price: 2.48 EUR
Aggregated transactions (3):
Volume: 506 Volume weighted average price: 2.54008 EUR
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies, for example Kuntalaskenta Oy.
www.administergroup.com
Attachments
Administer Plc Company release 20 March 2024 at 12.30 EET
Administer Plc has today, 20 March 2024, published its annual report for the year 2023. The annual report contains the Report by the Board of Directors and the Financial Statements 2023.
The annual report is attached to this release, and it is also available in English and Finnish at www.administergroup.com/investors.
Further information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi
Kalle Lehtonen
CFO
Administer Plc
Tel: + 358 40 053 9968
kalle.lehtonen@administer.fi
Seija Uusitalo
Director, Communications and sustainability
Administer Plc
Tel: + 358 40 844 8404
seija.uusitalo@administer.fi
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting company Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies, for example Kuntalaskenta Oy.
www.administergroup.com
Attachments
Administer Plc, Managers' Transactions, 19 March 2024 at 16:15 EET
Person subject to the notification requirement
Name: Kimmo Herranen
Position: Chief Executive Officer
Issuer: Administer Oyj
LEI: 743700M4YLEWP2UNWG60
Notification type: INITIAL NOTIFICATION
Reference number: 55949/4/4
Transaction date: 2024-03-18
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000513411
Nature of transaction: ACQUISITION
Transaction details
(1): Volume: 700 Unit price: 2.49 EUR
Aggregated transactions (1):
Volume: 700 Volume weighted average price: 2.49 EUR
Administer Plc
Administer Group is a multi-talent in personnel and financial services. We offer payroll and financial management services, software services, consulting, staffing and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies, for example Kuntalaskenta Oy. www.administergroup.com
Attachments
Administer Plc Company release/Notice to Annual General Meeting 18 March 2024 15.00 EET
Notice is given to the shareholders of Administer Plc (’the “Company’’) to participate in the Annual General Meeting to be held on Wednesday 10 April 2024 at 10:00 a.m. (EEST) at Töölönlahdenkatu 2, Helsinki (event venue Eliel, Sanomatalo) The reception of persons who have registered for the meeting and distribution of voting tickets will start at 9:30 a.m. at the meeting venue.
The meeting will be held as a hybrid meeting in accordance with Chapter 5, Section 16, Subsections 1 and 2 of the Finnish Companies Act (624/2006 as amended, ‘’Companies Act’’), so that shareholders may exercise their shareholder rights fully during the meeting via real time remote connection. A notice given by a shareholder that they will participate in the Annual General Meeting via remote connection is binding.
Shareholders may also participate to the Annual General Meeting by voting in advance on certain agenda items.
Instructions for participation via remote connection and advance voting are presented in Part C (Instructions for the participants in the Annual General Meeting) of this notice.
A. Matters on the agenda of the Annual General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinize the minutes and verify the counting of votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the voting list
6. Presentation of the financial statements, the Board of Directors’ report and the auditor’s report for the year 2023
Presentation of CEO’s review.
Administer Plc’s financial statement can be found attached to this invitation (in Finnish only). Administer Plc’s annual report, which includes financial statements, report of the Board of Directors and auditor’s report, is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/ in week 12.
7. Adoption of the financial statements
The Board of Directors proposes that the Annual General Meeting adopt the financial statements for 2023.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend be paid based on the balance sheet adopted for the financial year ended 31 December 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year of 1 January to 31 December 2023
10. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore would be as follows:
- Chair of the Board shall be paid an annual remuneration of EUR 50,000
- Each Board member shall be paid an annual remuneration of EUR 25,000
The Shareholders’ Nomination Board further proposes that should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000.
If a board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.
The Shareholders’ Nomination Board further proposes that board committee members shall be paid a meeting fee of EUR 500 per meeting.
Moreover, the Nomination Board proposes that the Board and committee members’ travel expenses shall be reimbursed in accordance with the Company’s travel policy.
11. Resolution on the number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the Company’s Board of Directors be composed of six (6) ordinary members.
12. Election of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen be re-elected.
All candidates have given their consent for the election. The Board members’ term of office shall last until the close of the Annual General Meeting following the election.
Further information on the current members of the Board of Directors is available on the Company’s website at https://administergroup.com/en/investors/governance/board-of-directors/.
The Shareholders’ Nomination Board proposes to the organizing meeting of the Board of Directors convening after the Annual General Meeting that Jukka-Pekka Joensuu be elected as the Chairman of the Board.
Of the board member candidates, Risto Koivula, Milja Saksi, Leena Siirala, and Minna Vanhala-Harmanen are independent of the Company and its major shareholders. Peter Aho is not independent of the Company or its major shareholders. Jukka-Pekka Joensuu is not independent of the Company but is independent of its major shareholders.
In the selection of the Board member candidates, the Nomination Board has emphasized the Company’s strategic objectives as well as the relevant experience and competence of the candidates. Further, in its selection process the Nomination Board has considered the diversity of the Board.
13. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting that the Auditor’s fees be paid against the Auditor’s reasonable invoice approved by the Company.
14. Election of the Auditor
The Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, authorized public accountants, be re-elected as the Company’s Auditor for the term ending at the close of the next Annual General Meeting. Ernst & Young Oy has announced that it will appoint Johanna Winqvist-Ilkka, APA, as the auditor with principal responsibility.
15. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares as follows.
The number of own shares to be repurchased and/or accepted as pledge shall not exceed 1,435,414 shares, which corresponds to approximately 10 per cent of all shares in the Company on the day of this notice. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, among other things, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase).
The authorization allows the repurchase and/or the acceptance as pledge of shares in order to, among other things, develop the Company’s capital structure, to finance or implement eventual acquisitions, investments or other arrangements that are part of the business, or to be used in the Company’s incentive or reward systems.
The authorization is effective until the end of next Annual General Meeting; however, no later than 30 June 2025.
16. Authorizing the Board of Directors to decide on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of shares and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows.
The number of shares to be issued on the basis of this authorization shall not exceed 1,435,414 shares, which corresponds to approximately 10 per cent of all shares in the Company on the day of this notice.
The Board of Directors decides on all terms of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue).
The authorization is effective until the end of the next Annual General Meeting; however, no longer than 30 June 2025.
17. Closing of the meeting
B. Annual General Meeting documents
This notice, which contains all the resolution proposals of the agenda of the Annual General Meeting, is available on Administer Plc’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/. Administer Plc’s financial statement can be found attached to this invitation (in Finnish only). Administer Plc’s annual report, which includes financial statements, the report of Board of Directors and the auditor’s report, is available at the above-mentioned Company’s website in week 12. The resolution proposals and other documents mentioned above will also be available at the Annual General meeting.
The minutes of the Annual General Meeting will be available on the above-mentioned website on 24 April 2024 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. Shareholder registered in the register of shareholders
Each shareholder who on the record date of the Annual General Meeting, 27 March 2024, is registered in the Company’s register of shareholders maintained by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in their Finnish book-entry account is registered in the Company’s register of shareholders.
Registration for the Annual General Meeting will begin on 19 March 2024 at 10:00 a.m. (EEST) A shareholder registered in the Company’s register of shareholders who wishes to participate in the Annual General Meeting, must register for the meeting no later than 3 April 2024 at 4:00 p.m. (EEST), by which time the registration must have been received.
Shareholders can register for the meeting by one of the following means:
a) through the website: https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/
Online registration requires that the shareholders or their statutory representatives or proxy representatives use strong electronic authentication by a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by mail to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email to agm@innovatics.fi.
When registering, a shareholder is requested to provide information such as their name, date of birth/business ID, contact details and the name of the proxy representative, statutory representative, or assistant and date of birth of the proxy representative or statutory representative, if any. The personal data given by the shareholder to the Company or Innovatics Ltd is only used in connection with the Annual General Meeting and with the processing of related necessary registrations. Shareholders registering by e-mail or post are recommended to use the registration and advance voting form available on the Company's website https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/ for registration and possible advance voting.
Upon request, shareholders, their proxy representatives, statutory representatives or assistant must be able to prove their identity and/or right of representation at the meeting venue.
Further information on registration and advance voting is available by telephone during the registration period of the Annual General Meeting by calling Innovatics Oy at +358 (0) 10 2818 909 on weekdays from 9:00 a.m. (EEST) to 12:00 p.m. (EEST) and from 1:00 p.m. (EEST) to 4:00 p.m. (EEST).
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. on the record date of the Annual General Meeting, 27 March 2024. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (EEST) on 5 April 2024 at the latest. For the nominee-registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request well in advance the necessary instructions regarding temporary registration in the Company’s register of shareholders, the issuing of proxy documents and voting instructions, voting in advance and registration for the Annual General Meeting from their custodian. The account manager of the custodian shall temporarily register a holder of nominee-registered shares who wants to participate in the Annual General Meeting in the Company’s register of shareholders at the latest by the time stated above, and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares. For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the Annual General Meeting on the Company's website but must register through a custodian.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative may also vote in advance in the manner described in this notice. Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. Proxy representatives shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the Annual General Meeting. The statutory right of representation may be demonstrated by using the Suomi.fi electronic authorizations service, which is in the use in the online registration service.
Should a shareholder participate in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
A template for proxy document is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/. Possible proxy documents should be primarily sent in connection with the online registration as attachments or alternatively by post to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the registration period ends. In addition to delivering proxy documents, shareholders or their proxy representatives shall see to the registration for the Annual Meeting in the manner described in this notice.
4. Remote participation for the meeting
Shareholders who have the right to participate in the General Meeting may participate in the meeting and exercise their rights fully during the meeting either at the meeting venue or via remote connection.
A notice given by shareholders or proxy representatives that they will participate in the General Meeting via remote connection is binding, and after the end of the registration period the shareholders or proxy representatives do not have the right to change their means of participation or participate in the meeting at the meeting venue. However, a notice of participation via remote connection given by a shareholder’s proxy representative does not limit the right of the shareholder’s other proxy representatives to participate in the meeting at the meeting venue.
The remote connection to the General Meeting will be implemented through Inderes Plc’s virtual AGM service using the Videosync platform, which includes video and audio access to the Annual General Meeting. Using the remote connection does not require software or downloads subject to a charge. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for audio playback as well as microphone for oral questions and comments. The following browsers are recommended for remote participation: Chrome, Firefox, Edge, Safari or Opera. Shareholder is responsible for the functioning of their internet connection and equipment during the meeting. In order to prepare for technical disruptions, shareholders attending the meeting remotely are recommended to vote in advance. It is recommended to log in to the meeting system well before the meeting starts.
The participation link and password for remote connection will be sent by email and/or SMS to the email address and/or mobile phone number provided at the time of registration to all those who have registered for the Annual General Meeting no later than on the day before the Annual General Meeting. Thus, advance voters and the shareholders registered to onsite event may participate in the Annual General Meeting remotely via telecommunication. The votes cast by advance voters will be taken into account in the decision-making at the Annual General Meeting, regardless of whether they participate in the General Meeting remotely or not. The remote participants will be able to change their advance votes during the meeting, should a vote take place.
For more information on the general meeting service, additional instructions, contact details of the service provider and instructions in case of possible disruptions can be found at https://vagm.fi/support. A link to test the compatibility of your computer, smartphone, or a tablet with the network connection, please visit https://demo.videosync.fi/agm-compatibility?language=fi. It is recommended that the detailed participation instructions are read before the meeting.
5. Voting in advance
A shareholder whose shares in the Company are registered on the shareholder’s Finnish book-entry account can vote in advance on agenda items no. 7 to 16 of the Annual General Meeting during the period between 19 March 2024 at 10:00 a.m. until 3 April 2024 at 4:00 p.m. (EEST).
a) through the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/
Shareholders can sign into the advance voting service the same way as to the online registration service referred to above in the section C.1 of this notice.
b) By mail or email by submitting the advance voting form available on the Company’s website or corresponding information to Innovatics Ltd, Annual General Meeting / Administer Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi.
The advance votes must be received by prior to the expiry of the advance voting period. If advance votes are sent in before the end of registration and advance voting period as described herein, this constitutes due registration to the Annual General Meeting, as long as the provided information contains all information needed to process registration.
Unless shareholders voting in advance are present at the Annual General Meeting at the meeting venue in person or by way of proxy presentation or through remote connection, they will not be able to use their rights under the Companies Act to request information or a vote.
For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.
An agenda item subject to advance voting is considered to have been presented unchanged to the Annual General Meeting.
6. Other instructions/information
The language of the Annual General Meeting is Finnish.
A shareholder who is present at the Annual General Meeting in person or remotely has the right to ask questions about the matters discussed at the meeting in accordance with Chapter 5, Section 25 of the Companies Act.
The information concerning the Annual General Meeting required under the Companies Act and the Finnish Securities Market Act is available on the Company’s website at https://administergroup.com/en/investors/governance/general-meeting/general-meeting-2024/.
On the date of this notice, the total number of shares in the Company and votes represented by such shares is 14,354,144. On the date of this notice, the Company holds 3,953 treasury shares. Such shares do not have voting rights at the Annual General Meeting.
Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the number of voting rights held by a shareholder in the Annual General Meeting.
In Helsinki on 18 March 2024
Administer Plc
The Board of Directors'
Further information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi
Certified Adviser:
Evli Oyj
Tel: +358 40 579 6210
Administer Plc
Administer Group is a multi-talent in personnel and financial services. We offer payroll and financial management services, software services, consulting, staffing and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes other subsidiaries and associated companies, for example Kuntalaskenta Oy. www.administergroup.com
Attachments
Administer Plc Insider information, 6 March 2024, 8:35 am
The Board of Directors of Administer Group has confirmed the company’s renewed strategy and financial targets for 2024 – 2026. The company aims to ensure growth, improve long-term profitability, and develop its business in a sustainable way.
”The foundations of our renewed strategy are profitable growth and efficient utilization of business synergies with customers and internal processes. We have grown significantly in recent years, and our service offering has expanded considerably. Our businesses include HR services, financial services, and software services. In the payroll service business, we are the market leader in Finland. Our offering forms a unique portfolio where different services and technologies support each other, creating a firm foundation for us to build a profitable business in both Finland and selected markets in the Baltic Sea region. We will continue to seek growth through acquisitions and organically. Corporate responsibility is an important competitive factor for us. We are, for example, the leader in anti-grey economy services in Finland. We want to be the best partner for our customers and the best employer for our personnel,” says Kimmo Herranen, CEO of Administer Group.
Administer Group’s strategic focus areas for 2024 – 2026
We grow profitably in Finland and selected markets in the Baltic region.
We believe in partnerships. Everything we do is profitable and based on responsible business.
We invest in customer experience
We understand our customers’ service and technology needs, enabling us to offer the most suitable solutions from our unique portfolio. We invest in the well-being of our personnel and customer experience.
We train our experts and develop our leadership
We help and support each other, regardless of our business or position. We train our personnel and improve ways of operation so that we learn to identify and solve challenges and produce better services. We develop our leadership according to the jointly created leadership vision.
We integrate, clarify and streamline our processes
We are actively seeking synergies between our business operations. Our target is to decrease the environmental impact of our services and use resources responsibly.
Our targets for 2026:
- Net sales of EUR 100 million
- Profitability of 15% EBITDA
- The company aims to distribute a dividend amounting to a minimum of 30% of its profit, adjusted by the amortisation of goodwill for each year
The renewed strategy will be introduced in more detail in the financial results’ webinar, starting today, 6 March 2024, at 11:00 am.
For more information:
Kimmo Herranen
CEO
Administer Plc
Tel: +358 50 560 6322
kimmo.herranen@administer.fi
Certified adviser:
Evli Plc
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes, for example, Adner Oy and Kuntalaskenta Oy.
www.administergroup.com
Attachments
Administer Plc: Financial statements release 6 March 2024 8.30 EET
This release is a summary of Administer’s Financial statements release 2023. The complete report is attached to this release as a pdf-file. It is also available at www.administergroup.com/en/investors.
Figures in parenthesis refer to the comparison period in the previous year, unless otherwise stated.
July‒December 2023
Key figures
- Net sales EUR 36.6 million (28.9), showing an increase of 27.0%. The increase was caused particularly by the corporate acquisitions made and the growth achieved by Silta.
- EBITDA EUR 1.3 million (2.7), or 3.5% (9.5%) of the net sales.
- Comparable EBITDA was EUR 1.7 million (2.7), or 4.6% (9.5%) of the net sales.
- Operating profit EUR –1.7 million (0.6), or –4.6% (2.2%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR –2.0 million (–1.5) in total.
January‒December 2023
Key figures
- Net sales EUR 75.9 million (52.8), showing an increase of 43.8%. The increase was caused particularly by the corporate acquisitions made and the growth achieved by Silta.
- EBITDA EUR 2.9 million (3.8), or 3.8% (7.1%) of the net sales.
- Comparable EBITDA was EUR 3.3 million (3.8), or 4.3% (7.1%) of the net sales.
- Operating profit EUR –3.0 million (0.1), or –3.9% (0.2%) of the net sales. The operating profit was weighed down by amortisation of goodwill from the acquisitions, amounting to EUR –4.0 million (–2.5) in total.
Key events in 2023
- Kimmo Herranen started as the new CEO of Administer Group on 1 May 2023.
- Econia, part of Administer Group, continued to execute its growth strategy by carrying out a corporate acquisition that supports the growth of its international and Compliance services. With the acquisition of its own service platform, Econia can provide significantly better and more comprehensive services for preventing grey economy and ensuring regulatory compliance.
- Administer’s accounting firm business carried out three accounting firm acquisitions.
- Silta, part of Administer Group, entered into a significant agreement with an energy industry company relating to outsourced payroll and working time management services.
- The company started a profitability programme focusing on improving long-term result and profitability.
KEY FIGURES
EUR million unless otherwise stated | 7‒12/ | 7‒12/ | Change, % | 1‒12/ | 1‒12/ | Change, % |
Net sales | 36.6 | 28.9 | +27.0% | 75.9 | 52.8 | 43.8% |
EBITDA | 1.3 | 2.7 | –53.0% | 2.9 | 3.8 | –24.3% |
% of net sales | 3.5% | 9.5% | 3.8% | 7.1% |
| |
Operating profit (EBITA) adjusted with amortisation of goodwill | 0.3 | 2.1 | –85.7% | 1.0 | 2.7 | –62.4% |
% of net sales | 0.8% | 7.3% | 1.3% | 5.1% |
| |
Operating profit/loss | –1.7 | 0.6 | –370.0% | –3.0 | 0.1 | –2 240.6% |
Profit/loss before appropriations and tax | –2.4 | 0.3 | –3.9 | –0.3 |
| |
Result adjusted with amortisation of goodwill | –0.1 | 1.4 | 0.0 | 1.8 |
| |
% of net sales | –0.2% | 4.7% | 0.1% | 3.5% |
| |
Earnings per share (EPS) | –0.14 | –0.01 |
| –0.27 | –0.05 |
|
Return on equity (ROE), % | –13.0% | –1.7% | –13.0% | –2.2% |
| |
Equity ratio, % | 44.0% | 48.7% | 44.0% | 48.7% |
| |
Debt-to-equity ratio, % | 53.6% | 51.1% | 53.6% | 51.1% |
| |
Personnel on average | 1,098 | 738 | +48.8% | 1,110 | 657 | +69.0% |
CEO’s review
Administer’s year 2023 was eventful but twofold. Early in the year, we focused on growth and began to integrate Econia into the Group. We also carried out three acquisitions, which strengthened our accounting firm business. In May, we went through a CEO change as I took the helm of the Group. Econia continued to execute its growth strategy by carrying out a corporate acquisition that supports the growth of its international and Compliance services. Towards the end of the year, we switched our focus from growth to improving profitability and started preparing our strategy for 2024−2026.
In the second half-year, our net sales grew 27.0 per cent and were EUR 36.6 million. Compared to the first half-year, the growth in net sales slowed down, but we can be satisfied with our growth rate in the current market environment. Our net sales for the entire year grew strongly by 43.8 per cent and increased to EUR 75.9 million, especially due to the acquisition of Econia. We also achieved organic growth in some of our operations. However, I need to admit that we fell a bit short of our targets. The general economic downturn reflected negatively on our operations, and the effects were most significant in staffing services. Competition continued to be tough in all our major fields of business.
In the second half-year, our comparable EBITDA was EUR 1.7 million, and the reported EBITDA was EUR 1.3 million. Reported EBITDA was weighed down by non-recurring instalments caused by the profitability programme and certain business operation write-downs. For the entire year, our comparable EBITDA was EUR 3.3 million, and our reported EBITDA was EUR 2.9 million. Our profitability was reduced by lower-than expected net sales, as well as by cost and salary inflation.
The progress of our financial performance was unsatisfactory, which is why we began the determined implementation of a profitability programme that aims to achieve an annual profitability improvement of approximately EUR 7 million. We estimate that the target will be reached in its entirety during 2024. Relative to our Group size, the programme is significant, even ambitious, and it is progressing as planned. As a part of this process, we had to implement unfortunate but necessary personnel reductions.
In the payroll service business, we are the market leader in Finland. Our subsidiary, Silta, continued its good organic growth, gaining significant new customers in the energy and finance sectors, among others. Going forward, we also seek growth in payroll services in the public sector wellbeing services counties through our high-quality service offering. We also had growth in software services in both the private and public sectors.
We advanced our corporate responsibility and related reporting by conducting a double materiality assessment and determining the material sustainability themes for the Group. We will continue this work in 2024 by determining the metrics and targets for the chosen themes.
We advanced the focus areas of our completed strategy period in many ways. To achieve bets personnel, we invested on managerial work and continued regular measurements of personnel satisfaction, which formed a basis for remedial actions to ensure a better corporate culture and working environment. We have also built training and growth paths for our personnel. Personnel satisfaction developed in line with the target and staff turnover decreased. We will continue to work on these themes in 2024.
We regularly monitor customer satisfaction to attain the best possible customer experience. We invested in harmonising customer programmes and continued to revamp our products and services. One example of this is the new multi-year partnership between Silta and CGI, which focuses on offering HR and payroll administration services and product development. Econia strengthened its grey economy services by acquiring its own service platform and new specialists via a corporate acquisition. In software services, EmCe launched a whistleblowing platform, and in consultation services, we focused on developing our legal services. Regarding our tools, we always offer customers the most suitable solutions and utilise the best technology available.
We have found the right areas for both focus and development, and our development work is well underway, as we have more actively identified synergies and competitive edges between different business operations. Our main focus will now be on improving profitability and maintaining growth. We will continue to seek growth through acquisitions and organic growth in Finland and the Baltic Sea region. I have a firm belief that with our profitability programme and the new strategy published today, we are able to improve our competitiveness and achieve the set targets.
Kimmo Herranen
CEO
Outlook
Administer seeks to continue growth investments as well as organic and inorganic growth in 2024. Administer estimates that its net sales will be EUR 76–81 million and its EBITDA margin will be 6–9% in 2024.
Risks and near-term uncertainties
Interruptions or disturbances in Administer’s IT, network or communication systems may lead to unforeseen costs and malfunctions and be detrimental to the business operations of the company or its customers. Data security breaches targeted at IT systems and data links, or other data security breaches may be detrimental to Administer or its customers and negatively impact Administer’s business.
Administer’s field of business is competitive, and the competition is fragmented, which may have a negative impact on the company’s operations, if Administer is unable to respond to competitor pricing or service quality or fails to develop new products or services.
Corporate acquisitions are an important part of the company’s growth strategy. Administer may fail in integrating corporate acquisitions or finding new acquisition targets or an acquisition may fail.
Administer’s brand and reputation are important competitive advantages, and reputation damage might have negative impacts on Administer’s business and market position.
There are uncertainties relating to the development of the Finnish economy, as economic growth turned negative in the latter half of 2022. Administer has no business operations in Russia or Ukraine, but the reduced financial activity may also have negative impacts on Administer’s net sales and result through customer companies.
The acceleration of inflation in Finland may also be reflected in wages and, together with personnel turnover, increase Administer’s expenses and weaken profitability if the company is not able to transfer the increased expenses into the prices of the services it produces. The acceleration of the inflation may also increase interest levels and thereby impact the price of external funding of Administer.
The company may not succeed in acquiring funding with affordable terms or at all, and its financial expenses may increase. Also, breaching the covenants included in the credit agreements of the company and its Group companies may complicate the availability of funding for the company, increase the company’s financial expenses, or lead to premature maturity of the Group loans.
Proposal for distribution of profits
The distributable retained funds of Administer’s parent company were EUR 35.5 million on 31 December 2023. The Board of Directors proposes to the General Meeting to be held on 10 April 2024 that no dividend be paid for the financial year 1 January–31 December 2023.
More information
Kimmo Herranen, CEO, kimmo.herranen@administer.fi, tel. +358 50 560 6322
Kalle Lehtonen, CFO, kalle.lehtonen@administer.fi, tel. +358 40 053 9968
Webinar
CEO Kimmo Herranen and CFO Kalle Lehtonen will present the result in a webinar on 6 March 2024 at 11.00 a.m. EET. Questions can be sent during the event via the chat function.
You can join the webinar at https://administer.videosync.fi/q4-2023
A recording will be available after the event at https://administergroup.com/en/investors/.
Contacts
- Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes, for example, Adner Oy and Kuntalaskenta Oy.
www.administergroup.com
Attachments
Administer Plc Company Release 31 January 2024 15.00 EET
Shareholders’ Nomination Board’s proposal for the composition of the Board of Directors
Administer Plc’s Shareholders’ Nomination Board proposes to the Annual General Meeting 2024 that the Board of Directors be composed of six (6) ordinary members. The Nomination Board further proposes that of the current members of the Board of Directors Peter Aho, Jukka-Pekka Joensuu, Risto Koivula, Milja Saksi, Leena Siirala and Minna Vanhala-Harmanen be re-elected.
All candidates have given their consent for the election. The Board members’ term of office shall last until the close of the Annual General Meeting following the election.
Further information on the current members of the Board of Directors is available on the company's website at https://administergroup.com/en/investors/governance/board-of-directors/.
The Shareholders’ Nomination Board proposes to the organizing meeting of the Board of Directors convening after the Annual General Meeting that Jukka-Pekka Joensuu be elected as the Chairman of the Board.
Of the Board member candidates, Risto Koivula, Milja Saksi, Leena Siirala, and Minna Vanhala-Harmanen are independent of the company and its major shareholders. Peter Aho is not independent of the company or its major shareholders. Jukka-Pekka Joensuu is not independent of the company but is independent of its major shareholders.
In the selection of the Board member candidates, the Nomination Board has emphasized the company’s strategic objectives as well as the relevant experience and competence of the candidates. Further, in its selection process the Nomination Board has considered the diversity of the Board.
The Shareholders’ Nomination Board’s proposal on the remuneration of the members of the Board of Directors and its committees
The Nomination Board proposes that the annual remuneration of the Chair and members of the Board of Directors shall remain unchanged and therefore would be as follows:
- Chair of the Board shall be paid an annual remuneration of EUR 50,000
- Each Board member shall be paid an annual remuneration of EUR 25,000
The Nomination Board further proposes that should the Board of Directors elect a Deputy Chair, the Deputy Chair’s annual remuneration shall be EUR 35,000.
If a Board member resigns during his/her term of office, the remuneration will be paid in proportion to the term of office actually taken place.
The Nomination Board further proposes that board committee members shall be paid a meeting fee of EUR 500 per meeting.
Moreover, the Nomination Board proposes that the Board members’ and committee members’ travel expenses shall be reimbursed in accordance with the company's travel policy.
The Shareholders’ Nomination Board
Peter Aho (appointed by Peter Aho) serves as the Chair of the Shareholders’ Nomination Board and Karoliina Lindroos (appointed by Ilmarinen Mutual Pension Insurance Company), Roger Kempe (appointed by Oy Fincorp Ab) and Rolf Backlund (appointed by Sijoitus Oy MC Invest Ab) serve as the members of the Shareholders’ Nomination Board. Jukka-Pekka Joensuu, the Chairman of the Board of Directors, serves as an expert member of the Nomination Board.
The Shareholders’ Nomination Board has convened five times between 1 October 2023 and 30 January 2024 and handled matters in accordance with the Charter of the Nomination Board.
The Shareholders’ Nomination Board has been unanimous in all its proposals.
In Helsinki, 31 January 2024
Administer Plc’s Shareholders’ Nomination Board
Contacts
- Hyväksytty neuvonantaja:, Evli Oyj, +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes, for example, Adner Oy and Kuntalaskenta Oy.
www.administergroup.com
Attachments
Administer Plc, Managers' Transactions, 22 January 2024 at 10:30 EET
Person subject to the notification requirement
Name: Peter Aho
Position: Other senior manager
Issuer: Administer Oyj
LEI: 743700M4YLEWP2UNWG60
Notification type: INITIAL NOTIFICATION
Reference number: 50357/4/4
Transaction date: 2024-01-19
Venue: FIRST NORTH GROWTH MARKET FINLAND (FSME)
Instrument type: SHARE
ISIN: FI4000513411
Nature of the transaction: DISPOSAL
Transaction details
(1): Volume: 50 000 Unit price: 2.34 EUR
Aggregated transactions (1):
Volume: 50 000 Volume weighted average price: 2.34 EUR
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes, for example, Adner Oy and Kuntalaskenta Oy.
www.administergroup.com
Attachments
Administer Plc, Corporate Action, 15 January 2024 at 10:30 EET
Administer corrects the release published on 15 January 2024 at 09:30 EET. From English version date when shares have been entered to trade register was missing as well as estimated date of public trading. Below corrected announcement.
The 24,730 new shares in Administer Plc subscribed in the directed share issue announced on 2 January 2024 have been entered in the trade register today 15 January 2024. Due to the share issues, the number of shares in Administer increased from 14,329,414 to 14,354,144 shares.
Public trading of the new shares in Nasdaq First North Growth Market Finland together with other shares in Administer will begin on or about 16 January 2024. The new shares produce all shareholder rights from the day of their registration in the trade register.
Additional information:
Kimmo Herranen
CEO
tel. +358 50 560 6322
kimmo.herranen@administer.fi
Certified advisor:
Evli Oyj
Tel: +358 40 579 6210
About Administer Oyj
Administer Group is a multi-talent in payroll and financial management services, software services, consulting, personnel and international services. We are the largest salary outsourcing partner in Finland and the leading expert in the fight against the grey economy. Our services are used by more than 5,000 customers, from SMEs to large companies, as well as municipalities and other public sector actors. Founded in 1985, the company is listed on the First North list of Nasdaq Helsinki.
Administer Group consists of payroll management service company Silta Oy, accounting firm Administer, business service and employment expert Econia Oy and software company EmCe Solution Partner Oy. In addition, the Group includes, for example, Adner Oy and Kuntalaskenta Oy.
www.administergroup.com
Attachments
| Shareholders | Date | % of Shares | % of Votes |
|---|---|---|---|
| Peter Aho | 31.03.2024 | 47.6% | 47.6% |
| Ilmarinen Mutual Pension Insurance Company | 31.03.2024 | 8.7% | 8.7% |
| Sijoitus Oy MC Invest Ab | 31.03.2024 | 8.4% | 8.4% |
| Oy Fincorp Ab | 31.03.2024 | 3.1% | 3.1% |
| Varma Mutual Pension Insurance Company | 31.03.2024 | 2.4% | 2.4% |
| Elo Mutual Pension Insurance Company | 31.03.2024 | 2.1% | 2.1% |
| Salmivala Maria-elina | 31.03.2024 | 2% | 2% |
| Rantalainen-Yhtiöt Oy | 31.03.2024 | 1.8% | 1.8% |
| Kimmo Herranen | 31.03.2024 | 1.6% | 1.6% |
| Oy Talcom AB | 31.03.2024 | 1.2% | 1.2% |
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