Stock Exchange Bulletin
Other information disclosed according to the Rules of the Exchange
December 19, 2022, at 3:45 p.m. EET
As communicated through a stock exchange bulleting on 25 November 2022, Solteq Plc (“Solteq” or the “Company”) has commenced a written procedure (the “Written Procedure”) in order to amend the terms and conditions (the “Terms and Conditions”) of its EUR 23 million senior unsecured fixed rate notes (ISIN: FI4000442264) (the “Notes”).
The Written Procedure will be conducted following those terms and conditions that are described in the request (the “Request”) dated 25 November 2022 and addressed to the holders of the Notes (the “Noteholders”). The capitalized terms in this release shall have the same meaning as in the Request.
As further specified in the Request, Solteq offers a fee of 1.0 per cent. (the “Consent Fee”) as compensation for the Noteholders voting to approve the Request, provided that the Request is approved by a requisite majority of the Noteholders participating in the Written Procedure. The Consent Fee will be calculated based on the Nominal Amount of the Notes held by a Noteholder for which the relevant Noteholder votes to approve the Request. As the basis of calculation of the Consent Fee is not explicitly set out in the Request, Solteq has identified the need to clarify the Request as set out in the clarification to notice of Written Procedure (the “Clarification”) dated 19 December 2022 and addressed to the Noteholders.
Due to the Clarification, Solteq has decided to extend the Final Response Time for the Written Procedure by three (3) Business Days until 30 December 2022. The final deadline for submission of a Voting Form is thereby 3:00 p.m. (EET) on 30 December 2022, at which time the Voting Form must be received by the Bondholders’ Agent via email, post or courier delivery.
The Noteholders are advised to read carefully the Request and the Clarification for full details of, and information on, the Request and the Clarification and the procedures for participating in the Written Procedure. The full details of the terms and conditions of the Written Procedure are set out in the Request and the Clarification, that have been delivered to the Noteholders by the Bondholders’ Agent. The Clarification is also attached to this release.
CEO Aarne Aktan
Tel: +358 40 342 4440
CFO Kari Lehtosalo
Tel: +358 40 701 0338
Clarification to Notice of Written Procedure
Nasdaq OMX Helsinki
Solteq is a provider of IT services and software solutions. The company is specialized in the digitalization of business and industry-specific software. The key sectors in which the company has long-term experience are retail, manufacturing, utilities, and services. The company employs over 650 professionals with offices in Finland, Sweden, Norway, Denmark, Poland and the UK, and a customer base throughout Europe.
This announcement is for information purposes only and neither this announcement nor the Request nor the Clarification constitutes an invitation to participate in the Written Procedure in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the Request or the Clarification in certain jurisdictions may be restricted by law and persons into whose possession this announcement or the Request or the Clarification come are required by the Company to inform themselves about, and to observe, any such restrictions.
If any Noteholder is in any doubt as to the contents of this announcement, the Request, the Clarification or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.
The Written Procedure is only being made outside the United States. Neither this announcement nor the Request nor the Clarification is an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.