Digitalist Group Plc Stock Exchange Release 06 November 2017 at 19:15 Not to be published or distributed in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.Directed share issue for payment of the remaining purchase price of the corporate acquisition of Cresense Oy, acceptance of share subscriptions
Digitalist Group Plc (“Digitalist Group”) and Cresense Oy’s shareholders (the “Sellers”) have concluded the arrangement announced on 27 August 2015 and 2 September 2015 in which Cresense Oy joined the Digitalist Group through a share exchange.
According to the purchase agreement concerning the corporate acquisition, the Sellers have been entitled to an additional purchase price totalling a maximum of EUR 380,000, which Digitalist Group may, at its option, pay either in cash or in Digitalist Group Plc’s shares. The amount of additional purchase price determined in accordance with the terms of the purchase agreement is altogether about EUR 206,770 which the Board of the company has decided to pay in new Digitalist Group shares through a directed share issue offered for subscription by the Sellers.
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 has decided on a directed share issue (“Share Issue”) in which a maximum total of 1,846,164 new Digitalist Group Plc shares (“Consideration Shares”) will be issued for subscription by the Sellers.
The subscription price determined in accordance with the terms of the purchase agreement for the Consideration Shares issued in the Share Issue is approximately EUR 0.112 per Consideration Share (approximate value).
The Consideration Shares issued in the Share Issue are issued in order to develop the group’s business and finance the 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 Consideration Shares will represent approximately 0.45 per cent of Digitalist Group’s shares and votes after the Share Issue. The Consideration 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 Consideration Shares have been entered in the Trade Register and the shareholders’ register of the company. All the Consideration Shares has been subscripted by the Sellers and the Board of Directors of Digitalist Group has accepted the share subscriptions made by the Sellers.
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 Ville Tolvanen puh. +358 50 3100 642, ville.tolvanen@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 6 Novenber 2017
1 New shares
The company issues 1,846,164 new company shares in the share issue.
The shares issued in the share issue are equivalent to approximately 0.45 per cent of all of the company’s shares and votes before and 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 are offered for subscription by the following persons in derogation from the pre-emptive subscription right of the shareholders in the following amounts:
| Subscriber | Shares offered for subscription, pcs | Subscription price in EUR |
| Matti Kilponen | 100,335 | 11,237.52 |
| Marika Koskenkanto | 100,335 | 11,237.52 |
| Taina Martikainen | 100,335 | 11,237.52 |
| Petteri Mäki | 401,340 | 44,950.08 |
| Hannele Piirainen | 200,670 | 22,475.04 |
| Marko Rapeli | 280,938 | 31,465.06 |
| Veikko Savijoki | 100,335 | 11,237.52 |
| Raisa Suihkonen | 280,938 | 31,465.06 |
| Simo Säde | 280,938 | 31,465.06 |
| Altogether | 1,846,164 shares | 206,770.38 |
The purpose of the directed share issue is to carry out the purchase of the shares of Cresense Oy in accordance with the purchase agreement concerning the shares of Cresense Oy, concluded between the company and the aforementioned shareholders of Cresense Oy, (“Purchase Agreement”) and the Closing Memorandum by paying the second instalment of the purchase price with new shares issued by the company.
Hence, the Company has a weighty financial reason for the deviation 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 shares shall be subscribed for using the agreement on the transfer of Cresense Oy shares on to order of appended to the Purchase Agreement as appendix 6.2 (a).
The Shares must be subscribed for by 7 November 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 shall be paid by a non-cash consideration by placing in the company the object of purchase which is set out in the Purchase Agreement and consists of altogether 1,840 Cresense Oy shares. The total subscription price of the shares is EUR 206,770.38, i.e. approximately EUR 0.112 per share.
The non-cash consideration and the payment it covers have been specified and factors affecting the valuation of the assets as well as methods used in the valuation have been described in the report issued by the Company’s Board of Directors.
The subscription price of the shares is based on the Purchase Agreement concluded by the company and the subscribers, according to which the amount of consideration shares issued to pay the second instalment of the purchase price is determined by dividing the sum of the second instalment (EUR 206,770.38) by the share price of Digitalist Group Plc as separately determined in the Purchase Agreement and the Closing Memorandum.
If the amount of shares to be offered to the subscriber is not a whole number, the number of shares shall be rounded up to the nearest full share.
The non-cash consideration forming the subscription price of the Shares has been assigned to the Company on the terms set out in the Purchase Agreement. The non-cash consideration is comprised of 1,840 Cresence Oy shares was transferred to the company on 2 September 2015.
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
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.
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.
