REGISTRATION OF THE COMBINATION OF SHARES OF DIGITALIST GROUP PLC, AND ADJUSTMENT OF THE MAXIMUM NUMBERS OF SHARES IN THE COMPANY AVAILABLE FOR SUBSCRIPTION UNDER THE COMPANY’S CONVERTIBLE LOAN INSTRUMENTS AND THE 2021 STOCK OPTION PROGRAM, AS WELL AS THE SUBSCRIPTION PRICES
Digitalist Group Plc Stock Exchange Release 16 August 2025 at 11:05
Combination of Shares and Related Directed Share Issue Without Consideration, Redemption and Cancellation of Shares
Digitalist Group Plc (“Digitalist Group” or the “Company”) has, on the previously announced combination date of 15 August 2025, implemented the combination of the Company’s shares, i.e. the reduction of the number of shares, as well as the related directed share issue without consideration, redemption of shares and cancellation of shares. Following the combination of shares, the Company’s new total number of shares is 2,773,721. The new number of shares has today, 16 August 2025, been registered with the Trade Register maintained by the Finnish Patent and Registration Office, and trading in the Company’s shares with the new total number of shares will commence on Monday, 18 August 2025, on the official list of Nasdaq Helsinki Ltd under the new ISIN code FI4000591698. The Company’s trading code DIGIGR will remain unchanged.
The Extraordinary General Meeting of the Company held on 13 August 2025 resolved on the combination of shares and the related redemption of shares so that after the combination of shares, one (1) share in the Company corresponds to every 250 shares in the Company. In connection with the implementation of the combination of shares, the Board of Directors resolved to implement the directed share issue without consideration resolved by the Extraordinary General Meeting, in which the Company has transferred without consideration in total 636,238 of its own shares held by the Company, so that the number of shares recorded in each book-entry account holding shares in the Company is divisible by 250. The total market value of the shares transferred without consideration, based on the closing price on 15 August 2025, was approximately 11,706.78 euros.
Following the directed share issue, the Company has redeemed without consideration 249 shares for each 250 shares in the Company, in accordance with the resolution of the Extraordinary General Meeting. The shares of the Company redeemed in connection with the combination of shares have been cancelled immediately. In addition, in connection with the combination of shares, a total of 205 of the Company’s own shares held by the Company were cancelled in order for the number of the Company’s own shares held by the Company and the total number of shares in the Company to be divisible by 250. Following the combination of shares, Digitalist Group holds 28,114 of its own shares.
The purpose of the combination of shares is to improve the prerequisites for trading in the Company’s shares by increasing the value of an individual share and to enhance the formation of the share price. The procedure relating to the combination of shares is described in more detail in the stock exchange release published by Digitalist Group on 13 August 2025 concerning the resolutions of the Extraordinary General Meeting.
In accordance with the provisions of the Finnish Limited Liability Companies Act regarding related party transactions, the members of the Board of Directors of Digitalist Group, Paul Ehrnrooth and Peter Eriksson, did not participate in the decision-making concerning Turret Oy Ab in relation to the combination of shares.
Adjustment of the maximum numbers of shares in the Company available for subscription under the Company’s convertible loan instruments and the 2021 stock option programme, as well as the subscription prices
As a consequence of the implementation of the combination of the Company’s shares, the Board of Directors of the Company resolved on the changes resulting from the combination of shares as set out below:
- to the maximum numbers of new shares in the Company available for subscription, and to the subscription prices, under the Company’s convertible loan instruments subscribed for by Turret Oy Ab (“Turret”) and Holdix Oy Ab (“Holdix”) (each a “Convertible Loan” and together the “Convertible Loans”) 2021/1, 2021/2, 2021/3, 2021/4, 2022/1, 2025/1 and 2025/2, in accordance with the terms and conditions (the “Terms and Conditions”) of the respective instruments; and
- to the maximum numbers of new shares in the Company available for subscription, and to the subscription prices, under the option rights granted pursuant to the Company’s 2021 Stock Option Program, and partly to the lapse of certain option rights.
Convertible Loans 2021/1, 2021/3, 2022/1 and 2025/1
The Board of Directors of the Company resolved on the following changes to the maximum numbers of new shares in the Company available for subscription, and to the subscription prices, under the Convertible Loans 2021/1, 2021/3, 2022/1 and 2025/1 subscribed for by Turret:
- In accordance with Clause 11 of the terms and conditions of the Convertible Loans (the “Terms and Conditions”), the Conversion Price of a share (meaning the per-share subscription price under the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company’s share on Nasdaq Helsinki Ltd during the six (6) months preceding the delivery of a Conversion Notice as defined in Clause 13 of the Terms and Conditions, provided, however, that the volume-weighted average price of the Company’s share calculated for the period preceding 18 August 2025 shall be multiplied by 250;
- The bonds under Convertible Loan 2021/1 may be converted into a maximum of 260,000 new shares in the Company;
- The bonds under Convertible Loan 2021/3 may be converted into a maximum of 5,204,280 new shares in the Company;
- The bonds under Convertible Loan 2022/1 may be converted into a maximum of 772,600 new shares in the Company;
- The bonds under Convertible Loan 2025/1 may be converted into a maximum of 951,772 new shares in the Company.
In accordance with the provisions of the Finnish Limited Liability Companies Act regarding related party transactions, the members of the Board of Directors of Digitalist Group, Paul Ehrnrooth and Peter Eriksson, did not participate in the decision-making concerning Convertible Loans 2021/1, 2021/3, 2022/1 and 2025/1.
Convertible Loans 2021/2, 2021/4 and 2025/2
The Board of Directors of the Company resolved on the following changes to the maximum numbers of new shares in the Company available for subscription, and to the subscription prices, under the Convertible Loans 2021/2, 2021/4 and 2025/2 subscribed for by Holdix:
- In accordance with Clause 11 of the terms and conditions of the Convertible Loans (the “Terms and Conditions”), the Conversion Price of a share (meaning the per-share subscription price under the Finnish Limited Liability Companies Act) shall be the volume-weighted average price of the Company’s share on Nasdaq Helsinki Ltd during the six (6) months preceding the delivery of a Conversion Notice as defined in Clause 13 of the Terms and Conditions, provided, however, that the volume-weighted average price of the Company’s share calculated for the period preceding 18 August 2025 shall be multiplied by 250;
- The bonds under Convertible Loan 2021/2 may be converted into a maximum of 140,000 new shares in the Company;
- The bonds under Convertible Loan 2021/4 may be converted into a maximum of 2,424,450 new shares in the Company;
- The bonds under Convertible Loan 2025/2 may be converted into a maximum of 377,584 new shares in the Company.
Stock Option Program 2021
Digitalist Group has only one stock option program in force, namely the Stock Option Program 2021. All valid option rights granted to recipients under the Stock Option Program 2021 have been designated with the identifier 2021A2 (“Option Rights 2021A2”), and no other option rights with different identifiers under the Stock Option Program 2021 remain in force.
Each Option Right 2021A2 entitles its holder to subscribe for one new share in the Company.
Before the combination of shares, there were 7,300,000 Option Rights 2021A2 in force, and under their terms the subscription price for new shares in the Company with the Option Rights 2021A2 was EUR 0.0298 per share. The subscription period for the Option Rights 2021A2 commences on 1 January 2026 and ends on 31 December 2026.
On 15 August 2025, the Board of Directors of the Company resolved to amend the terms of the Option Rights 2021A2 granted under the Stock Option Program 2021 so as to take into account the combination of shares as follows:
- the Option Rights 2021A2 may be used to subscribe for a maximum of 29,200 new shares in the Company; and
- the subscription price for the new shares in the Company to be subscribed for with the Option Rights 2021A2 shall be EUR 7.45 per share.
The Board of Directors of the Company resolved that the other option rights under the Stock Option Program 2021 (2021A1, 2021B1, 2021B2 and 2021C1) have lapsed.
DIGITALIST GROUP PLC
Board of Directors
For further information, please contact:
CEO Magnus Leijonborg, tel. +46 76 315 8422,
magnus.leijonborg@digitalistgroup.com
Chair of the Board: Esa Matikainen, tel. +358 40 506 0080,
esa.matikainen@digitalistgroup.com
Distribution:
Nasdaq Helsinki Ltd
Main media
