Notification pursuant to Chapter 9, Section 10 of the Finnish Securities Markets Act and permanent exemption from the obligation to launch a mandatory takeover bid under Chapter 11, Section 26 of the Securities Markets Act
Digitalist Group Plc Stock exchange release 18 July 2019 at 12:00
Digitalist Group Plc (“Digitalist Group” or “Company”) received on 18 July 2019 from Paul Ehrnrooth and the companies Turret Oy Ab (“Turret”) and Tremoko Oy Ab (“Tremoko”), in which he has a controlling interest, flagging notifications pursuant to Chapter 9, Section 5 of the Finnish Securities Markets Act, according to which:
- Turret’s portion of the Company’s shares and votes has exceeded the thresholds of 5, 10, 15, 20, 25 and 30 per cent; and
- Tremoko’s portion of the Company’s shares and votes has fallen below the thresholds of 5, 10, 15, 20, 25, 30 and 50 per cent and of two thirds.
According to the notifications, Turret holds 305 237 039 Digitalist Group shares as a result of a transaction carried out on 18 July 2019, which is equivalent to approximately 46.89 per cent of the shares and votes of Digitalist Group. According to the notifications, Tremoko no longer holds any Company shares.
Digitalist Group has one series of shares, and each share carries one vote. The percentages in the notifications have been calculated using Digitalist Group’s total number of registered shares, 651 022 746.
On 16 July 2019, the Financial Supervisory Authority granted Turret Oy Ab and Paul Ehrnrooth a permanent exemption under Chapter 11, Section 26 of the Securities Markets Act from the obligation to launch a mandatory takeover bid as set out in Chapter 11, Section 19, if the Digitalist Group shares held by Tremoko are transferred into the ownership of Turret and Holdix Oy Ab (“Holdix”) in proportion to Turret’s and Holdix’s previous holdings in Tremoko (65% / 35%, “Arrangement”). The Arrangement raises Turret’s holding of Digitalist Group to over 30 per cent of the Company’s shares and votes. Turret, Holdix and Tremoko carried out the Arrangement on 18 July 2019.
Turret Oy Ab’s notification 18 June 2019
Total positions of person(s) subject to the notification:
| % shares and voting rights | % of shares and voting rights through financial instruments | % of total | |
| Resulting situation on the date on which threshold was crossed or reached | 46.89 | 0 | 46.89 |
| Position of previous notification (if applicable) | 0 | N/A | 0 |
Notified details of the resulting situation on the date on which the threshold was crossed:
A: Shares and voting rights:
| Class/type of shares | Number of shares and voting rights | % of shares and voting rights | ||
| Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | |
| FI0009008007 | 0 | 305,237,039 | 0 | 46.89 |
| SUBTOTAL A | 305,237,039 | 46.89 | ||
B: Financial instruments according to SMA 9:6a:
| Type of financial instrument | Expiration date | Exercise/ Conversion Period | Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| N/A | N/A | N/A | N/A | N/A | N/A |
| SUBTOTAL B | N/A | N/A | |||
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| Paul Ehrnrooth | 0 | 0 | 0 |
| Gadaco S.A. / Chripas S.A. | 0 | 0 | 0 |
| Savox S.A. | 0 | 0 | 0 |
| Savox Investments S.A. | 0 | 0 | 0 |
| Turret Oy Ab | 46.89 | 0 | 305,237,039 |
Tremoko Oy Ab’s notification 18 June 2019
Total positions of person(s) subject to the notification:
| % shares and voting rights | % of shares and voting rights through financial instruments | % of total | |
| Resulting situation on the date on which threshold was crossed or reached | 0 | 0 | 0 |
| Position of previous notification (if applicable) | 71.8 | N/A | 71,8 |
Notified details of the resulting situation on the date on which the threshold was crossed:
A: Shares and voting rights:
| Class/type of shares | Number of shares and voting rights | % of shares and voting rights | ||
| Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | Direct (SMA 9:5) | Indirect (SMA 9:6 and 9:7) | |
| FI0009008007 | 0 | 0 | 0 | 0 |
| SUBTOTAL A | 0 | 0 | ||
B: Financial instruments according to SMA 9:6a:
| Type of financial instrument | Expiration date | Exercise/ Conversion Period | Physical or cash settlement | Number of shares and voting rights | % of shares and voting rights |
| N/A | N/A | N/A | N/A | N/A | N/A |
| SUBTOTAL B | N/A | N/A | |||
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights | % of shares and voting rights through financial instruments | Total of both |
| Paul Ehrnrooth | 0 | 0 | 0 |
| Gadaco S.A. / Chripas S.A. | 0 | 0 | 0 |
| Savox S.A. | 0 | 0 | 0 |
| Savox Investments S.A. | 0 | 0 | 0 |
| Turret Oy Ab | 46.89 | 0 | 305,237,039 |
| Tremoko Oy Ab | 0 | 0 | 0 |
DIGITALIST GROUP PLC
For further information, please contact:
Digitalist Group Plc
Hans Parvikoski, interim CEO, CFO, tel. 4,
Distribution:
Nasdaq Helsinki Ltd
Main media
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