Turret Oy Ab and Holdix Oy Ab have subscribed Digitalist Group’s directed convertible bonds

Digitalist Group Plc         Stock Exchange Release     20 April 2021 at 20:30

Turret Oy Ab and Holdix Oy Ab have subscribed Digitalist Group’s directed convertible bonds

On 20 April 2021, Digitalist Group Plc’s (“Digitalist Group” or “Company”) Annual General Meeting resolved to, in deviation from the pre-emptive right of the Company’s shareholders, direct convertible bonds to Turret Oy Ab (“Convertible Bond 2021/3”) and Holdix Oy Ab (“Convertible Bond 2021/4”) and the attached special rights as referred to in Chapter 10 Section 1(2) of the Limited Liability Companies Act (“Special Rights”) for subscription by Turret Oy Ab (“Turret”) and Holdix Oy Ab (“Holdix”) in accordance with the terms (“Terms”) of the agreement concerning the loans.

The Terms concerning the convertible bonds are appended to this stock exchange release.

Turret has subscribed and paid for the Convertible Bond 2021/3 and the attached Special Rights in full in accordance with the Terms. Holdix has subscribed and paid for the Convertible Bond 2021/4 and the attached Special Rights in full in accordance with the Terms.

The Company’s Board of Directors has accepted Turret’s and Holdix’s subscription.

Convertible Bond 2021/3

Convertible Bond 2021/3 directed at Turret amounts to EUR 13,010,650.50 and is divided between a total of twenty bonds (“Bond”). Under the Terms, Convertible Bond 2021/3 can be converted into a maximum total of 433,688,340 new Digitalist Group shares.

The main terms of the Terms of the Convertible Bond 2021/3 and the Special Rights are the following:

• The amount of the Convertible Bond 2021/3 is EUR 13,010,650.50.
• An annual interest of 6.0 per cent is paid on the principal of the Convertible Bond 2021/3.
• The conversion option attached to the Convertible Bond 2021/3 entitles to a maximum amount of 433,688,340 new Digitalist Group Plc’s shares.
• The rate of conversion of a share (subscription price per share as referred to in the Limited Liability Companies Act) will be the trade volume weighted average price of the company’s share in the Nasdaq Helsinki stock exchange during the period of six (6) months before the making of the request to convert defined in section 13 of the Terms of the Convertible Bond 2021/3, yet so that each bond can be converted to a maximum of 21,684,417 new Digitalist Group Plc’s shares. The rate of conversion of a share may be revised as set out in the sections 15 and 16 of the Terms.
• The loan period is 20 April 2021 – 30 June 2024, and the loan will be repaid in one instalment on 30 June 2024.
• Under the Terms, Turret must pay the subscribed Convertible Bond 2021/3 and the attached Special Rights by offsetting the payment of its receivables of altogether EUR 13,010,650.50 from the company, specified in section 5 of the Terms, against the payment of the subscription price of the Convertible Bond 2021/3 and the attached Special Rights.

Convertible Bond 2021/4

Convertible Bond 2021/4 directed at Holdix amounts to EUR 6,061,103.57 and is divided between a total of ten bonds (“Bond”). Under the Terms, Convertible Bond 2021/4 can be converted into a maximum total of 202,036,780 new Digitalist Group shares.

The main terms of the Terms of the Convertible Bond 2021/4 and the Special Rights are the following:

• The amount of the Convertible Bond 2021/4 is EUR 6,061,103.57.
• An annual interest of 6.0 per cent is paid on the principal of the Convertible Bond 2021/4.
• The conversion option attached to the Convertible Bond 2021/4 entitles to a maximum amount of 202,036,780 new Digitalist Group Plc’s shares.
• The rate of conversion of a share (subscription price per share as referred to in the Limited Liability Companies Act) will be the trade volume weighted average price of the company’s share in the Nasdaq Helsinki stock exchange during the period of six (6) months before the making of the request to convert defined in section 13 of the Terms of the Convertible Bond 2021/4, yet so that each bond can be converted to a maximum of 20,203,678 new Digitalist Group Plc’s shares. The rate of conversion of a share may be revised as set out in the sections 15 and 16 of the Terms.
• The loan period is 20 April 2021 – 30 June 2024, and the loan will be repaid in one instalment on 30 June 2024.
• Under the Terms, Holdix must pay the subscribed Convertible Bond 2021/4 and the attached Special Rights by offsetting the payment of its receivables of altogether EUR 6,061,103.57 from the company, specified in section 5 of the Terms, against the payment of the subscription price of the Convertible Bond 2021/4 and the attached Special Rights.  

DIGITALIST GROUP PLC

Board of Directors

For further information, please contact:

Digitalist Group Plc

Mervi Södö, CFO, tel. 9,

Distribution:

Nasdaq Helsinki Ltd

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