Amendments to the terms and conditions of Solteq Plc notes approved in written procedure
Stock Exchange Bulletin
Other information disclosed according to the Rules of the Exchange
30 December 2022 at 6:00 p.m. EET
Solteq Plc (“Solteq” or the “Company”) has successfully completed its consent solicitation by way of 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”) to increase the permitted size of its Working Capital Facility from EUR 7,000,000 to EUR 10,000,000.
The Terms and Conditions limit the Company’s ability to incur additional financial indebtedness under any new or existing working capital facilities, as well as to provide of guarantees and security in respect of such additional financial indebtedness. To, among others, provide the Company with the requisite financial flexibility to manage the potential future increase in working capital requirements, the Company has approached the holders of the Notes (the “Noteholders”) with a request to increase the permitted size of its Working Capital Facility from EUR 7,000,000 to EUR 10,000,000. The increase would be effected by amending the definition of “Working Capital Facility” included in the Terms and Conditions.
The Written Procedure was conducted following those terms and conditions that are described in the request (the “Request”) dated 25 November 2022 (and which was clarified by a further notice dated 19 December 2022) and addressed to the Noteholders. The capitalized terms in this release shall have the same meaning as in the Request.
The Written Procedure commenced on 25 November 2022 and expired on 30 December 2022 at 15.00 (Finnish time). In accordance with the Request, Solteq seeked for the approval of the Noteholders in a Written Procedure to execute the changes to the Terms and Conditions. Pursuant to the Terms and Conditions, quorum in respect of a Written Procedure in relation to the Request existed if Noteholders representing at least 50 per cent of the Adjusted Nominal Amount reply to the Request in the Written Procedure. The Request is approved if at least two thirds (2/3) of the votes cast in the Written Procedure consent to the Request. Quorum in respect of a Written Procedure in relation to the Request existed and the Request was approved by required majority of the Noteholders participating in the Written Procedure. Thus, the requested amendments to the Terms and Conditions will become effective as of 30 December 2022. The amendments to the Terms and Conditions as approved in the Written Procedure are attached to this stock exchange release.
The Company will pay to those Noteholders who have voted in favour of the Request a fee of 1.0 per cent (the “Fee”) for the Nominal Amount of the Notes held by each Noteholder for which such Noteholder has voted in favour of the Request. The Fee will be paid to those Noteholders from whom a valid Voting Form in favour of the Request was received by Nordic Trustee Oy before the Final Response Time, and who remain to be Noteholders on 3 January 2023. The Fee will be paid no later than 11 January 2023 to the Noteholders eligible to receive it, as described in more detail in the Request.
Further information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail: aarne.aktan@solteq.com
CFO Kari Lehtosalo
Tel: +358 40 701 0338
E-mail: kari.lehtosalo@solteq.com
Attachment:
The amendments to the Terms and Conditions as approved in the Written Procedure
Distribution
Nasdaq Helsinki
Key media
www.solteq.com
About Solteq
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.