Digitalist Group Plc Stock Exchange Release 30 June 2026 at 14:30
AMENDMENT OF THE TERMS AND CONDITIONS OF THE EQUITY-LINKED CONVERTIBLE BONDS ISSUED BY DIGITALIST GROUP PLC
Amendment of the terms and conditions of the equity-linked Convertible Bonds VVK 2021/1, VVK 2021/2, VVK 2021/3, VVK 2021/4, VVK 2022/1, VVK 2025/1, VVK 2025/2 and VVK 2025/3 issued by the Company and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act
1. Convertible Bonds 2021/1, 2021/3, 2022/1, 2025/1 and 2025/3 directed to Turret Oy Ab
Digitalist Group Plc ("Digitalist Group" or "Company") and Turret Oy Ab ("Turret") have today signed agreements to amend the terms and conditions ("Terms and Conditions") of the Convertible Bonds ("Convertible Bonds") 2021/1, 2021/3, 2022/1, 2025/1 and 2025/3 subscribed for by Turret and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights").
The Annual General Meeting of Digitalist Group resolved on 28 April 2026 to amend the terms and conditions of Convertible Bonds 2021/1, 2021/3, 2022/1, 2025/1 and 2025/3 subscribed for by Turret.
Turret is the Company's largest shareholder. In accordance with the provisions of the Finnish Limited Liability Companies Act on related-party transactions, members of the Board of Directors of Digitalist Group, Peter Eriksson and Andreas Rosenlew, have not participated in the decision-making related to the Convertible Bond agreements entered into with Turret.
The key terms of Convertible Bonds 2021/1, 2021/3, 2022/1, 2025/1 and 2025/3 and the related Special Rights after the amendments are as follows:
Convertible Bond 2021/1
- The amount of Convertible Bond 2021/1 is EUR 650,000. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
- The annual interest payable on the principal of Convertible Bond 2021/1 is 6 per cent.
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/1 is 650,000.
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/1, provided however that notes 1-2 may each be converted into a maximum of 250,000 new shares in the Company and note 3 may be converted into a maximum of 150,000 new Shares in the Company. The Conversion Price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/1.
- The loan period is 30 March 2021 - 31 December 2027 and Convertible Bond 2021/1 together with interest shall be repaid in one instalment on 31 December 2027.
If Turret were to subscribe for the maximum number of 650,000 new shares on the basis of this Convertible Bond 2021/1, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 58.32 per cent after full conversion.
Convertible Bond 2021/3
- The principal amount of Convertible Bond 2021/3 is EUR 13,010,650.50. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
- The annual interest payable on the principal of Convertible Bond 2021/3 is 6 per cent.
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/3 is 13,010,660.
- The principal amount of Convertible Bond 2021/3 is divided into a total of twenty (20) notes with a nominal value of EUR 650,532.52 each.
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/3, provided however that each note may be converted into a maximum of 650,533 new shares in Digitalist Group Plc. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/3.
- The loan period is 20 April 2021 - 31 December 2027 and Convertible Bond 2021/3 together with interest shall be repaid in one instalment on 31 December 2027.
If Turret were to subscribe for the maximum number of 13,010,660 new shares on the basis of this Convertible Bond 2021/3, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 90.96 per cent after full conversion.
Convertible Bond 2022/1
- The principal amount of Convertible Bond 2022/1 is EUR 1,931,500. The principal amount constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act;
- The annual interest payable on the principal of Convertible Bond 2022/1 is 6 per cent;
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2022/1 is 1,931,500;
- The principal amount of Convertible Bond 2022/1 is divided into a total of five (5) notes with a nominal value of EUR 386,300 each;
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2022/1, provided however that each note may be converted into a maximum of 386,300 new shares in Digitalist Group Plc. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2022/1;
- The loan period is 28 October 2022 - 31 December 2027 and Convertible Bond 2022/1 together with interest shall be repaid in one instalment on 31 December 2027.
If Turret were to subscribe for the maximum number of 1,931,500 new shares on the basis of this Convertible Bond 2022/1, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 69.67 per cent after full conversion.
Convertible Bond 2025/1
- The principal amount of Convertible Bond 2025/1 is EUR 2,617,363.41. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act;
- The annual interest payable on the principal of Convertible Bond 2025/1 is 6 per cent;
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2025/1 is 2,617,363;
- The principal amount of Convertible Bond 2025/1 is divided into a total of four (4) notes with a nominal value of EUR 500,000 each and one (1) note with a nominal value of EUR 617,363.41;
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2025/1, provided however that notes 1-4 may each be converted into a maximum of 500,000 new shares in the Company and note 5 may be converted into a maximum of 617,363 new shares in the Company. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2025/1.
- The loan period is 30 June 2025 - 31 December 2027 and Convertible Bond 2025/1 together with interest shall be repaid in one instalment on 31 December 2027.
If Turret were to subscribe for the maximum number of 2,617,363 new shares on the basis of this Convertible Bond 2025/1, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 73.53 per cent after full conversion.
Convertible Bond 2025/3
- The principal amount of Convertible Bond 2025/3 is EUR 2,000,000. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
- The annual interest payable on the principal of Convertible Bond 2025/3 is 6 per cent.
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2025/3 is 2,000,000.
- The principal amount of Convertible Bond 2025/3 is divided into a total of four (4) notes with a nominal value of EUR 500,000 each;
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2025/3, provided however that each note may be converted into a maximum of 500,000 new shares in the Company. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2025/3.
- The loan period is 30 December 2025 - 31 December 2027 and Convertible Bond 2025/3 together with interest shall be repaid in one instalment on 31 December 2027.
If Turret were to subscribe for the maximum number of 2,000,000 new shares on the basis of this Convertible Bond 2025/3, Turret's ownership would increase from the current approximately 48.55 per cent to approximately 70.11 per cent after full conversion.
2. Convertible Bonds 2021/2, 2021/4 and 2025/2 directed to Holdix Oy Ab
Digitalist Group and Holdix Oy Ab ("Holdix") have today signed agreements to amend the terms and conditions ("Terms and Conditions") of the Convertible Bonds ("Convertible Bonds") 2021/2, 2021/4 and 2025/2 subscribed for by Holdix and the related special rights referred to in Chapter 10 Section 1(2) of the Finnish Limited Liability Companies Act ("Special Rights").
The Annual General Meeting of Digitalist Group resolved on 28 April 2026 to amend the terms and conditions of Convertible Bonds 2021/2, 2021/4 and 2025/2 subscribed for by Holdix.
Holdix is the Company's second largest shareholder.
The key terms of Convertible Bonds 2021/2, 2021/4 and 2025/2 and the related Special Rights after the amendments are as follows:
Convertible Bond 2021/2
- The amount of Convertible Bond 2021/2 is EUR 350,000. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
- The annual interest payable on the principal of Convertible Bond 2021/2 is 6 per cent.
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/2 is 350,000.
- The principal amount of Convertible Bond 2021/2 is divided into a total of two (2) notes with a nominal value of EUR 100,000 each and one (1) note with a nominal value of EUR 150,000;
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/2, provided however that notes 1-2 may each be converted into a maximum of 100,000 new shares in the Company and note 3 may be converted into a maximum of 150,000 new Shares in the Company. The Conversion Price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/2.
- The loan period is 30 March 2021 - 31 December 2027 and Convertible Bond 2021/2 together with interest shall be repaid in one instalment on 31 December 2027.
If Holdix were to subscribe for the maximum number of 350,000 new shares on the basis of this Convertible Bond 2021/2, Holdix's ownership would increase from the current approximately 23.70 per cent to approximately 32.36 per cent after full conversion.
Convertible Bond 2021/4
- The principal amount of Convertible Bond 2021/4 is EUR 6,061,103.57. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act;
- The annual interest payable on the principal of Convertible Bond 2021/4 is 6 per cent;
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2021/4 is 6,061,100;
- Convertible Bond 2021/4 is divided into a total of ten (10) notes with a nominal value of EUR 606,110.36 each;
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2021/4, provided however that each note may be converted into a maximum of 606,110 new shares in Digitalist Group Plc. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2021/4;
- The loan period is 20 April 2021 - 31 December 2027 and Convertible Bond 2021/4 together with interest shall be repaid in one instalment on 31 December 2027.
If Holdix were to subscribe for the maximum number of 6,061,100 new shares on the basis of this Convertible Bond 2021/4, Holdix's ownership would increase from the current approximately 23.70 per cent to approximately 76.05 per cent after full conversion.
Convertible Bond 2025/2
- The principal amount of Convertible Bond 2025/2 is EUR 1,038,352.60. The principal amount together with interest constitutes in its entirety a subordinated loan pursuant to Chapter 12 of the Finnish Limited Liability Companies Act.
- The annual interest payable on the principal of Convertible Bond 2025/2 is 6 per cent.
- The maximum number of new shares in Digitalist Group Plc to be issued on the basis of the conversion right attached to Convertible Bond 2025/2 is 1,038,352.
- The principal amount of Convertible Bond 2025/2 is divided into one (1) note with a nominal value of EUR 500,000 and one (1) note with a nominal value of EUR 538,352.60.
- The conversion price of the Share (meaning the per-share subscription price pursuant to 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 submission of the Conversion Notice as defined in Section 13 of the Terms and Conditions of Convertible Bond 2025/2, provided however that note 1 may be converted into a maximum of 500,000 new shares in the Company and note 2 may be converted into a maximum of 538,352 new shares in the Company. The conversion price shall be adjusted in accordance with Sections 15 and 16 of the Terms and Conditions of Convertible Bond 2025/2.
- The loan period is 30 June 2025 - 31 December 2027 and Convertible Bond 2025/2 together with interest shall be repaid in one instalment on 31 December 2027.
If Holdix were to subscribe for the maximum number of 1,038,352 new shares on the basis of this Convertible Bond 2025/2, Holdix's ownership would increase from the current approximately 23.70 per cent to approximately 44.49 per cent after full conversion.
DIGITALIST GROUP PLC
Board of Directors
For further information, please contact: Digitalist Group Plc
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
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