Strengthening Digitalist Group Plc’s balance sheet position and conversion of convertible bonds 2021/1, 2021/2, 2021/3 and 2021/4 into capital loans
Digitalist Group Oyj Inside Information 30 December 2024 at 17:00
Digitalist Group Plc (“Digitalist Group” or the “Company“) has decided, in order to strengthen the Company’s balance sheet position, to utilize the right offered by Turret Oy Ab (“Turret“) and Holdix Oy Ab (“Holdix“) to convert a total of 3,860,763.40 + interest 861,271.93 euros of the principal and interest of the convertible bonds (separately “Convertible Bond” or together “Convertible Bonds”) 2012/1, 2021/2, 2021/3 and 2021/4 subscribed by Turret and Holdix into a capital loan in accordance with Chapter 12 of the Limited Liability Companies Act, as presented below.
Conversion of convertible bond 2021/1
The principal amount of the Convertible Bond 2021/1 subscribed by Turret, totaling 650,000 euros plus accrued interest, will be converted into a capital loan. After the conversion, the essential main points of the terms (“Terms”) of the Convertible Bond 2021/1 and the associated special rights are as follows:
- The principal amount of the Convertible Bond 2021/1 is EUR 650,000, which is entirely a capital loan as set out in Chapter 12 of the Limited Liability Companies Act;
- An annual interest of 6 per cent is paid on the principal amount of the Convertible Bond 2021/1;
- Payment of the loan principal and interest is permissible only to the extent that the Company’s unrestricted equity and the aggregate amount of all capital loans at the time of payment exceed the amount of loss recorded in the balance sheet of the most recently approved financial statements or any more recent financial statements of the Company;
- The maximum total number of new Digitalist Group Plc shares issued on the basis of the conversion right attached to the Convertible Bond 2021/1 is 65,000,000;
- The rate of conversion of the share (which means the subscription price per share as referred to in the Limited Liability Companies Act) is the trade volume weighted average price of the Company’s share in the Nasdaq Helsinki Stock Exchange during the period of six (6) months preceding the making of the Request to Convert as defined in section 13 of the Terms of Convertible Bond 2021/1, yet so that bonds 1-2 each can be converted into a maximum of 25,000,000 new Company Shares and bond 3 can be converted into a maximum of 15,000,000 new Company Shares. The Rate of Conversion of the share will be revised in accordance with sections 15 and 16 of the Terms of Convertible Bond 2021/1;
- The loan period is 30 March 2021 – 30 September 2026, and the Convertible Bond, with interest, is to be repaid in one instalment on 30 September 2026.
Conversion of convertible bond 2021/2
The principal amount of the Convertible Bond 2021/2 subscribed by Holdix, totaling 350,000 euros plus accrued interest, will be converted into a capital loan. After the conversion, the essential main points of the terms (“Terms”) of the Convertible Bond 2021/2 and the associated special rights are as follows:
- The principal amount of the Convertible Bond 2021/2 is EUR 350,000, which is entirely a capital loan as set out in Chapter 12 of the Limited Liability Companies Act;
- An annual interest of 6 per cent is paid on the principal amount of the Convertible Bond 2021/2;
- Payment of the loan principal and interest is permissible only to the extent that the Company’s unrestricted equity and the aggregate amount of all capital loans at the time of payment exceed the amount of loss recorded in the balance sheet of the most recently approved financial statements or any more recent financial statements of the Company;
- The maximum total number of new Digitalist Group Plc shares issued on the basis of the conversion right attached to the Convertible Bond 2021/2 is 35,000,000.
- The rate of conversion of the share (which means the subscription price per share as referred to in the Limited Liability Companies Act) is the trade volume weighted average price of the Company’s share in the Nasdaq Helsinki Stock Exchange during the period of six (6) months preceding the making of the Request to Convert as defined in section 13 of the Terms of Convertible Bond 2021/1, yet so that Bonds 1-2 each can be converted into a maximum of 10,000,000 new Company shares and Bond 3 can be converted into a maximum of 15,000,000 new Company Shares. The Rate of Conversion of the share will be revised in accordance with sections 15 and 16 of the Terms of Convertible Bond 2021/2;
- The loan period is 30 March 2021 – 30 September 2026, and the Convertible Bond 2021/2, with interest, is to be repaid in one instalment on 30 September 2026.
Conversion of convertible bond 2021/3
A total of 1,951,597.56 euros of the principal plus accrued interest of the Convertible Bond 2021/3 subscribed by Turret will be converted into a capital loan. After the conversion, the essential main points of the terms (“Terms”) of the Convertible Bond 2021/3 and the special rights attached thereto are as follows:
- The principal amount of the Convertible Bond 2021/3 is EUR 13,010,650.50, which is entirely a capital loan as set out in Chapter 12 of the Limited Liability Companies Act;
- An annual interest of 6 per cent is paid on the principal of Convertible Bond 2021/3;
- Payment of the loan principal and interest is permissible only to the extent that the Company’s unrestricted equity and the aggregate amount of all capital loans at the time of payment exceed the amount of loss recorded in the balance sheet of the most recently approved financial statements or any more recent financial statements of the Company;
- The maximum total number of new Digitalist Group shares issued on the basis of the conversion right attached to the Convertible Bond 2021/3 is 1,301,065,060;
- Convertible Bond 2021/3 is divided into a total of twenty (20) Bonds with a nominal value of EUR 650,532.52;
- The rate of conversion of the share (which means the subscription price per share as referred to in the Limited Liability Companies Act) is the trade volume weighted average price of the Company’s share in the Nasdaq Helsinki Stock Exchange during the period of six (6) months preceding the making of the Request to Convert as defined in section 13 of the Terms of Convertible Bond 2021/3, yet so that each Bond can be converted into a maximum total of 65,053,253 new Digitalist Group shares. The rate of conversion of the share will be revised in accordance with sections 15 and 16 of the Terms of Convertible Bond 2021/3.
- The loan period is 20 April 2021 – 30 September 2026, and the Convertible Bond 2021/3, with interest, is to be repaid in one instalment on 30 September 2026.
Conversion of convertible bond 2021/4
A total of 909,165.51 euros of the principal plus accrued interest of the Convertible Bond 2021/4 subscribed by Holdix will be converted into a capital loan. After the conversion, the essential main points of the terms (“Terms”) of the Convertible Bond 2021/4 and the special rights attached thereto are as follows:
- The principal amount of the Convertible Bond 2021/4 is EUR 6,061,103.57, which is entirely capital loan as set out in Chapter 12 of the Limited Liability Companies Act;
- An annual interest of 6 per cent is paid on the principal of Convertible Bond 2021/4;
- Payment of the loan principal and interest is permissible only to the extent that the Company’s unrestricted equity and the aggregate amount of all capital loans at the time of payment exceed the amount of loss recorded in the balance sheet of the most recently approved financial statements or any more recent financial statements of the Company;
- The maximum total number of new Digitalist Group Plc shares issued on the basis of the conversion right attached to Convertible Bond 2021/4 is 606,110,360.
- Convertible Bond 2021/4 is divided into a total of ten (10) Bonds with a nominal value of EUR 606,110.36;
- The rate of conversion of the share (which means the subscription price per share as referred to in the Limited Liability Companies Act) is the trade volume weighted average price of the Company’s share in the Nasdaq Helsinki Stock Exchange during the period of six (6) months preceding the making of the Request to Convert, as defined in section 13 of the Terms of the Convertible Bond 2021/4, yet so that each Bond can be converted into a maximum total of 60,611,036 new Digitalist Group shares. The rate of conversion of the share will be revised in accordance with sections 15 and 16 of the Terms of Convertible Bond 2021/4.
- The loan period is 20 April 2021 – 30 September 2026, and Convertible Bond 2021/4, with interest, is to be repaid in one instalment on 30 September 2026.
Turret is the largest shareholder of Digitalist Group, and Holdix is the Company’s second-largest shareholder.
Under company law legislation concerning related party transactions, Digitalist Group’s board members Paul Ehrnrooth and Peter Eriksson did not participate in the decision-making process regarding the Convertible Bond 2021/1 or the Convertible Bond 2021/3.
DIGITALIST GROUP PLC
Board of Directors
Further information:
Digitalist Group Plc
CEO Magnus Leijonborg, tel. +46 76 315 8422, magnus.leijonborg@digitalistgroup.com
Chairman of the Board Esa Matikainen, tel. +358 40 506 0080, esa.matikainen@digitalistgroup.com
Distribution:
NASDAQ Helsinki
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