Digitalist Group Plc restructures its financing, directed convertible capital bonds to Turret Oy Ab and Holdix Oy Ab
Digitalist Group Oyj Inside information 30 June 2025 at 09:00
Digitalist Group Plc restructures its financing, directed convertible capital bonds to Turret Oy Ab and Holdix Oy Ab
Loan from Turret Oy Ab
Digitalist Group Plc ("Digitalist Group" or the "Company") has agreed with Turret Oy Ab ("Turret") on a loan of EUR 800,000 (the "Loan") to strengthen the Company's working capital. The Company has the right to draw down the Loan in instalments by 31 December 2025. The loan has been agreed on market terms and it is due for repayment on 31 December 2026.
Turret is the largest shareholder of Digitalist Group.
In accordance with the provisions of the Finnish Limited Liability Companies Act concerning related party transactions, the members of the Board of Directors of Digitalist Group, Paul Ehrnrooth and Peter Eriksson, have not participated in the decision-making related to the Loan.
Convertible Bond 2025/1 to Turret Oy Ab
The Board of Directors of Digitalist Group resolved, based on the authorization granted by the Annual General Meeting on 29 May 2025, to deviate from the shareholders’ pre-emptive subscription rights and to direct a convertible capital loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act (the “Convertible Bond 2025/1”) to Turret, together with the special rights entitling to shares as referred to in Chapter 10, Section 1, Subsection 2 of the Finnish Limited Liability Companies Act (the “Special Rights”), to be subscribed by Turret in accordance with the terms and conditions of the loan agreement (the “Terms”).
The Convertible Bond 2025/1 and the related Special Rights are issued in order to strengthen the Company’s equity, which means that there is a weighty financial reason for the deviation from the pre-emptive right of the shareholders as set out in the Finnish Limited Liability Companies Act.
The main points of the Convertible Bond 2025/1 and the Special Rights Terms attached thereto are as follows:
- the principal amount is EUR 2,617,363.41;
- the principal amount is subject to an annual interest rate of 6%;
- The maximum number of new shares in Digitalist Group to be issued on the basis of the conversion right attached to Convertible Bond 2025/1 is 237,942,126 shares;
- The Convertible Bond 2025/1 is divided into four (4) notes with a nominal amount of EUR 500,000 and one (1) note with a nominal amount of EUR 617,363.41;
- The exchange price of the share (which refers to the share subscription price per share in accordance with the Finnish Limited Liability Companies Act) during the six (6) months preceding the submission of the Conversion Notification as defined in section 13 of the terms and conditions of the Convertible Bond 2025/1 shall be the trade-weighted average price of the Company's share on the Helsinki Stock Exchange of Nasdaq Ltd during the six (6) months, provided that each note 1-4, may be exchanged for a maximum of 45,454,545 new shares in the Company and note 5 may be exchanged a maximum of 56,123,946 new shares in the Company. The exchange price of the share will be adjusted in accordance with sections 15 and 16 of the Terms and Conditions of the Convertible Bond 2025/1;
- The loan period is 30 June 2025 – 30 September 2026 and the Convertible Bond 2025/1 with interest will be repaid in one instalment on 30 September 2026.
In accordance with the Terms and Conditions of the Convertible Bond 2025/1, Turret has paid the subscription price of the bond to the Company on 30 June 2025 by setting off the accrued interest from the Company’s Convertible Bonds 2021/1, 2021/3 and 2022/1.
In accordance with the provisions of the Finnish Limited Liability Companies Act concerning related party transactions, the members of the Board of Directors of Digitalist Group, Paul Ehrnrooth and Peter Eriksson, have not participated in the decision-making related to the Convertible Bond 2025/1.
Convertible Bond 2025/2 to Holdix Oy Ab
The Board of Directors of Digitalist Group resolved, based on the authorization granted by the Annual General Meeting on 29 May 2025, to deviate from the shareholders’ pre-emptive subscription rights and to direct a convertible capital loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act (the “Convertible Bond 2025/2”) to Holdix Oy Ab (“Holdix”), together with the special rights entitling to shares as referred to in Chapter 10, Section 1, Subsection 2 of the Finnish Limited Liability Companies Act (the “Special Rights”), to be subscribed by Holdix in accordance with the terms and conditions of the loan agreement (the “Terms”).
The Convertible Bond 2025/2 and the related Special Rights are issued in order to strengthen the Company’s equity, which means that there is a weighty financial reason for the deviation from the pre-emptive right of the shareholders as set out in the Finnish Limited Liability Companies Act.
The main points of the Convertible Bond 2025/2 and the Special Rights Terms attached to them are as follows:
- the principal amount is EUR 1,038,352.60;
- the principal amount is subject to an annual interest rate of 6%;
- The maximum number of new shares in Digitalist Group to be issued on the basis of the conversion right attached to Convertible Bond 2025/2 is 94,395,690 shares;
- The Convertible Bond 2025/2 is divided into one (1) note with a nominal amount of EUR 500,000 and one (1) note with a nominal value of EUR 538,352.60;
- The exchange price of the share (which refers to the subscription price per share in accordance with the Finnish Companies Act) will be the trade-weighted average price of the Company's share on the Helsinki Stock Exchange of Nasdaq Ltd during the six (6) months preceding the submission of the Exchange Notification as defined in section 13 of the terms and conditions of the Convertible Bond 2025/2, provided that note 1 may be exchanged for a maximum of 45,454,545 new shares in the Company and note 2 may be exchanged for a maximum of 48,941,145 new shares in the Company. The exchange rate of the Share will be adjusted in accordance with sections 15 and 16 of the Terms and Conditions of the Convertible Bond 2025/2;
- The loan period is 30 June 2025 – 30 September 2026 and the Convertible Bond 2025/2 with interest will be repaid in one instalment on 30 September 2026;
Holdix has paid the subscription price of the Convertible Bond 2025/2 to the Company on 30 June 2025 by setting off the accrued interest from the Company’s Convertible Bonds 2021/2 and 2021/4.
DIGITALIST GROUP OYJ
Board of Directors
Further information:
Digitalist Group Oyj
CEO Magnus Leijonborg
tel.
Chairman of the Board Esa Matikainen,
tel. 0, esa.matikainen@ digitalistgroup.com
Distribution:
Nasdaq Helsinki Ltd
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