Digitalist Group Plc - Other information disclosed according to the rules of the Exchange

Directed shares issue to Tremoko Oy Ab

Digitalist Group Plc          Stock Exchange Release          27 September 2017 at 09:00

 

 

Not to be published or distributed in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.

 

Directed shares issue to Tremoko Oy Ab

 

By virtue of the authorisation to issue shares granted to the Board by the General Meeting on 29 March 2017, the Board of Directors of Digitalist Group Plc (“Digitalist Group”) has decided on a directed share issue (“Share Issue”) in which a maximum total of 12,500,000 new shares of Digitalist Group (“Shares”) are issued to be subscribed for by Tremoko Oy Ab.

The subscription price of the Shares issued in the Share Issue is EUR 0.12. The subscription price has been defined as the mean price weighted with the trading amounts of 100 trading days in the Nasdaq Helsinki Ltd stock exchange before the Share Issue, rounded up to the nearest cent.

The Shares are issued in the Share Issue in order to develop the group’s business and finance a corporate transaction, so there is a weighty financial reason for the Share Issue and the deviation from the pre-emptive right of the shareholders within the meaning of the Finnish Limited Liability Companies Act.

 

The Shares issued in the Share Issue are equivalent to a total of approximately 3.06 per cent of all of the Company’s shares and votes before the Share Issue and a total of approximately 2.97 per cent of all of the Company’s shares and votes after the Share Issue, provided that the Share Issue is subscribed for in full. The Shares will entitle to full dividends possibly distributed by Digitalist Group and to other distribution of assets as well as carry other shareholder rights in the company starting from when the Shares have been entered in the Trade Register and the shareholders’ register of the company.

The terms and conditions for the Share Issue are appended to this stock exchange release.

 

DIGITALIST GROUP PLC

Board of Directors

For more information, please contact:

Digitalist Group Plc

CEO Sami Paihonen, tel. +358 50 502 1111, sami.paihonen@digitalistgroup.com

 

DISCLAIMER

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement may be subject to change. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (such directive, as amended, together with any applicable implementing measures in the relevant member state of the European Economic Area under such Directive, the “Prospectus Directive”).

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Digitalist Group Plc (“Company”) assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

None of the Company and its respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

Terms of the directed share issue 26 September 2017

 

1     New shares

The Board of Directors of the company has decided to issue up to 12,500,000 new shares in total in derogation from the pre-emptive subscription right of the shareholders in a directed share issue on the authorisation of the Annual General Meeting of 29 March 2017 in accordance with the terms presented below.

The shares issued in the share issue are equivalent to approximately 3.06 per cent of all of the company’s shares and votes before the share issue and approximately 2.97 per cent after the share issue, provided that the share issue is subscribed for in full.

 

2     Subscription right and deviation from shareholder’s pre-emptive subscription right

All new shares will be offered to Tremoko Oy Ab (who is considered a ‘qualified investor’) for subscription in deviation from the shareholders’ pre-emptive subscription right.

The funds derived from the share issue will be used to maintain and improve the solvency of the group, so the company has weighty financial reasons for the share issue and for deviating from the pre-emptive right of the shareholders within the meaning of Chapter 9 Section 4(1) of the Finnish Limited Liability Companies Act.

The subscription right to the shares under these terms may not be transferred or assigned to a third party.

 

3     Subscription and subscription period of the shares

The subscription will be made in a subscription list which is kept at the company’s head office at the address Arkadiankatu 2, 00100 Helsinki.

The shares must be subscribed for by 3 October 2017 at the latest, however. The Board of Directors may extend the share subscription period.

The subscription is binding, and it cannot be altered or cancelled.

 

4     Subscription price of the shares and payment of the subscription price

 

The subscription price of the shares in the share issue is EUR 0.12 per share. The subscription price has been defined as the mean price weighted with the trading amounts of 100 trading days in the Nasdaq Helsinki Ltd stock exchange before the share issue, rounded up to the nearest cent.

 

The subscription price of the shares subscribed for in the share issue shall be paid to the company’s bank account or used to offset receivables without undue delay in accordance with the instructions given by the Board of Directors, yet no later than by 3 October 2017.

 

The subscription price of the shares shall be credited in full to the company’s reserve for invested unrestricted equity.

 

5     Right to dividend and other shareholder rights

 

Subscribed shares entitle to dividends possibly distributed by the company and carry other shareholder rights starting from when the shares have been entered in the Trade Register and in the shareholders’ register of the company.

 

6     Entry of new shares in book-entry accounts and admission of shares to trading

 

The shares subscribed for in the share issue will be entered in the subscriber’s book-entry account once the new shares have been entered in the Trade Register.

 

The company will apply for admission to trading for the shares in the Helsinki Stock Exchange without delay after they have been entered in the Trade Register.

 

7     Approval of subscriptions

 

The Board of Directors of the company will accept all subscriptions made on the basis of the subscription right and in accordance with these terms and conditions as well as in accordance with the laws and provisions governing share subscription.

 

8     Information

 

The documents referred to in Chapter 5 Section 21 of the Finnish Limited Liability Companies Act will be on view as of the start of the subscription period at the company’s head office at Arkadiankatu 2, FI-00100 Helsinki, Finland.

 

9     Note to investors and governing law and dispute resolution

 

The Shares may not directly or indirectly be offered, sold, resold, transferred or delivered to Australia, Japan, Canada, Hong Kong, South Africa, the United States or any other country where offering the Shares would be illegal. Documents related to the Share Issue may not be delivered to persons in these countries. No actions have been taken to register the Shares or the Share Issue or to generally offer the Shares in other countries than Finland.

 

The company’s shareholder or other investor is considered to have accepted the aforementioned limitations to the share issue. The Share Issue and Shares shall be governed by Finnish law. Any possible disputes arising from the Share Issue shall be resolved in a competent court in Finland.

 

10   Other matters

 

The Board of Directors of the company shall decide upon other matters related to the share issue and practical measures arising therefrom.

Liitteet:

Stockrelease_EN_20170926.pdf