Digitalist Group Plc Stock Exchange Release 20 june 2018 at 9:00 a.m.
Not to be published or distributed in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan.
On 31 May 2018, Digitalist Group Plc (“Digitalist Group” or “Company”) and the shareholders of Grow Holding AB and Grow Nine AB closed the arrangement executed on 31 May 2018 and announced on 1 June 2018 (“Arrangement”) whereby the group of companies of the Swedish Grow Holding AB became part of the Digitalist Group.
After the balancing of the purchase price performed in accordance with the terms of the purchase agreement, the purchase price paid for all of Grow Holding AB’s shares became approximately EUR 5,770,346.49. The purchase price paid for all of Grow Nine AB’s shares is therefore approximately EUR 977,509.53. Therefore the total purchase price paid for the shares of Grow Holding AB and Grow Nine AB (“Purchase Price”) is at most approximately EUR 6,747,856.02. The purchase price will be paid with new Company shares in accordance with the terms of the purchase agreement.
In the directed share issue (“Share Issue”) arranged to pay the Purchase Price, Digitalist Group issued a total of 14,714,537 new Digitalist Group shares (“Consideration Shares”) for subscription by the sellers (“Sellers”) in a share exchange.
The Share Issue was carried out by the decision of the Board of Directors of Digitalist Group in deviation from the shareholders’ pre-emptive subscription right under the authorisation given by the Annual General Meeting of Digitalist Group on 17 April 2018. The Consideration Shares issued in the Share Issue were 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 subscription price of the Consideration Shares is EUR 0.09 per Consideration Share.
The Consideration Shares represent approximately 2.26 per cent of Digitalist Group’s shares and votes after the Share Issue. The Consideration Shares will entitle their holders 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. The Consideration Shares are subject to a lock-up period of twelve (12) months – three (3) years as of their issuance as separately agreed.
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, tel. +358 50 3100 642, email@example.com
Nasdaq Helsinki Oy
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.