DistIT defers interest payment on its Bonds

Reference is made DistIT AB (publ)’s (the “Company”, “we” or “us”) up to SEK 300,000,000 senior unsecured callable floating rate bonds 2021/2028 with ISIN: SE0015949359 (the “Bonds”). The Company has elected to defer the interest payment falling due on 19 August 2025 in accordance with the terms and conditions of the Bonds (the “Terms and Conditions”).

According to the Terms and Conditions of the Bonds, the Company may, at its sole discretion, elect to defer interest payments. The Company has decided to defer the interest payment which fell due on 19 August 2025. The Company’s intention is currently that the deferred interest payment will be made on the next Interest Payment Date on 19 November 2025, and that future interest payments will be made in accordance with the Terms and Conditions. For further information on the deferral of interest under the Bonds, see the notice of deferral of interest payment which is available on the Company’s website, www.distit.se, and which is sent to directly registered holders of the Bonds in the debt register as of 21 August 2025.

DistIT resolves on a fully guaranteed rights issue of approximately SEK 106 million and publishes preliminary financial information for the second quarter 2025

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, BELARUS, HONG KONG, JAPAN, RUSSIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

The board of directors of DistIT AB ("DistIT" or the "Company") has today resolved to carry out a rights issue of shares corresponding to approximately SEK 106 million with preferential rights for the Company's existing shareholders (the "Rights Issue"). The Rights Issue is fully guaranteed through subscription and guarantee commitments, corresponding to 100 percent of the total issue proceeds, by certain existing shareholders. The Rights Issue is conditional upon approval by an extraordinary general meeting scheduled to be held on 10 September 2025 (the "Extraordinary General Meeting"). The notice to the Extraordinary General Meeting will be published by way of a separate press release. In order to ensure the financing needs until the Rights Issue is completed, the Company has taken up a bridge loan of approximately SEK 32.2 million from certain existing shareholders. In connection with the Rights Issue, the Company is announcing preliminary financial information for Q2 2025.

Summary

  • The purpose of the Rights Issue is to strengthen the Company's liquidity in its ongoing operations and enable repayment of the advance payment received upon the sale of Deltaco Baltics earlier this year, which was later cancelled. In the previous rights issue in June 2025, the Company's capital structure was improved as approximately half of the bonds were converted into shares. However, this conversion did not provide any liquidity injection, which continues to pose a challenge for the Company. Against this background, the Company is now carrying out the Rights Issue.
  • Anyone who, on the record date of 12 September 2025, is registered as a shareholder in DistIT will receive one (1) subscription right for each existing share. One (1) subscription right entitles the holder to subscribe for two (2) new shares. The Rights Issue comprises a maximum of 623,787,222 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 106,043,827.74.
  • The subscription period runs from and including 16 September 2025 to and including 30 September 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than 30 September 2025. The board of directors also has the right to extend the time of payment.
  • The subscription price amounts to SEK 0.17 per share.
  • Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period 16 September 2025 through 25 September 2025.
  • Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately MSEK 106 before issue costs.
  • Shareholders who do not participate in the Rights Issue will have their shareholding diluted by up to 66.7 percent, but will have the opportunity to financially compensate for the dilution by selling their subscription rights.
  • The Rights Issue is covered to approximately 32.7 percent of subscription commitments and to approximately 67.3 percent by guarantee commitments. Accordingly, the Rights Issue is fully guaranteed through subscription and guarantee commitments, corresponding to 100 percent of the Rights Issue
  • A number of existing shareholders, representing approximately 62.8 percent of the total number of votes in the Company as of 8 August 2025, have expressed their support for the Rights Issue and have entered into voting commitments.
  • The board of directors' resolution on the Rights Issue is subject to approval by the Extraordinary General Meeting on 10 September 2025. The resolution on the Rights Issue is subject to and conditional upon the limits of the share capital in the articles of association being changed and the proposal for reduction of share capital being adopted in accordance with the board of directors' proposal to the Extraordinary General Meeting. Notice to the Extraordinary General Meeting will be published through a separate press release.
  • In order to ensure the financing needs until the Rights Issue is completed, the Company has taken up a bridge loan of approximately MSEK 32.2 from certain existing shareholders.
  • In connection with the transaction, the Company has chosen to communicate preliminary financial information for the second quarter 2025. Net sales for the period 1 April – 30 June 2025 amounted preliminarily to approximately MSEK 244.0 (382.3), the gross margin amounted preliminarily to approximately 1.5 (12.6) percent and the operating result (EBITA) amounted preliminarily to approximately MSEK -80.7 (-76.2). EBITA and gross margin have been affected by items of a one-time nature of approximately MSEK 50.9. Adjusted for these items, the gross margin amounts to 22.4 percent. Cash and cash equivalents as of 30 June 2025 amounted preliminarily to approximately MSEK 25.4 (30.4).

Background and motives

The purpose of the Rights Issue is to strengthen the Company's liquidity in its ongoing operations and enable repayment of the advance payment received upon the sale of Deltaco Baltics earlier this year, which was later cancelled. In the previous rights issue in June 2025, the Company's capital structure was improved as approximately half of the bonds were converted into shares. However, this conversion did not provide any liquidity injection, which continues to pose a challenge for the Company. Against this background, the Company is now carrying out the Rights Issue.

Upon full subscription of the Rights Issue, the Company will receive approximately MSEK 106 before deduction of issue costs, which are expected to amount to approximately MSEK 1. The net proceeds thus amount to approximately MSEK 105.

The expected net liquidity will be used for repayment of the bridge loan of approximately MSEK 32, repayment of the advance payment for the non-completed sale of Deltaco Baltics of approximately MSEK 28 and for the Company's ongoing operations, mainly product purchases to meet customer demand of approximately MSEK 45.

Terms of the Rights Issue

Anyone who, on the record date of 12 September 2025, is registered as a shareholder in DistIT will receive one (1) subscription right for each existing share. One (1) subscription right entitles the holder to subscribe for two (2) new shares. The last day of trading in DistIT's shares including the right to participate in the Rights Issue is 10 September 2025.

In the event that not all shares are subscribed for by exercise of subscription rights, the board of directors shall resolve on the allotment of new shares on the following basis:

a)   firstly to those who have also subscribed for shares by exercising subscription rights, regardless of whether they were registered as shareholders on the record date or not, pro rata in relation to the number of shares that each subscriber has subscribed for by exercising subscription rights, and to the extent that this cannot be done, by drawing lots;

b)   secondly, if not all shares are allocated in accordance with the above, allocation shall be made to those who have expressed an interest in subscribing for shares without preferential rights and, in the event of oversubscription, in proportion to the number of shares specified in each subscription application, and, to the extent that this cannot be done, by drawing lots; and

c)   thirdly and finally, allocation of shares subscribed for without subscription rights shall be made to those who have entered into guarantee commitments in their capacity as underwriters. In the event that allocation to these cannot be made in full, allocation shall be made in proportion to the amount that each has guaranteed for subscription and, to the extent that this cannot be done, by drawing lots.

The subscription period runs from and including 16 September 2025 to and including 30 September 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than 30 September 2025. The board of directors also has the right to extend the time of payment. Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period 16 September 2025 through 25 September 2025. Trading in paid subscribed shares (BTA) is expected to take place from and including 16 September 2025 until and including 15 October 2025. New shares entitle to dividends from the day the shares are entered in the share register at Euroclear Sweden AB.

The subscription price amounts to SEK 0.17 per share. The Rights Issue comprises a maximum of 623,787,222 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 106,043,827.74. Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately MSEK 106 before issue costs.

In order to carry out the Rights Issue at the specified subscription price, it is required that the Company's share capital is reduced to lower the quota value of the Company's shares. The board of directors of the Company has therefore proposed that the Extraordinary General Meeting, where the board's resolution on the Rights Issue is to be approved, resolves to reduce the Company's share capital through a transfer to non-restricted equity by SEK 9,356,808.33, from SEK 62,378,722.20 to SEK 53,021,913.87 to enable the proposed number of newly issued shares at the subscription price in the Rights Issue. If the Rights Issue is fully subscribed and after completion of the reduction of the share capital, the Company's share capital will amount to SEK 159,065,741.61 and the number of shares to 935,680,833. If the Rights Issue is fully subscribed, this will result in a dilution effect of approximately 66.7 percent of the number of shares and votes for shareholders not participating in the Rights Issue.

Subscription, guarantee and voting commitments

The Company has received subscription commitments from Anders Bladh (Chairman of the Board), Per Kaufmann (Board member and Chief Executive Officer), Tomas Fällman (CFO) and Martin Gutberg (Deputy Chief Executive Officer) as well as the existing shareholders madHat AB, Måns Flodberg and Tedde Jeansson (privately and through company) of approximately MSEK 34.7, corresponding to approximately 32.7 percent of the Rights Issue. In addition, the Company has received guarantee commitments from the existing shareholders madHat AB and Måns Flodberg (through the company Tenesta Holding AB) of approximately MSEK 71.3, corresponding to approximately 67.3 percent of the Rights Issue. The Rights Issue is thus covered in total by 100 percent of subscription and guarantee commitments.

No compensation is paid for subscription and guarantee commitments. The subscription and guarantee commitments are not secured by bank guarantees, blocked funds, pledges or similar arrangements. More detailed information regarding the parties that have entered into subscription and guarantee commitments will be available in the Information Document (as defined below).

A number of existing shareholders, representing approximately 62.8 percent of the total number of votes in the Company as of 8 August 2025, have expressed their support for the Rights Issue and have entered into voting commitments.

Information document

No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document (the "Information Document"). in the form prescribed by Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended ("Prospectus Regulation"). The information document will be prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document is expected to be published on 12 September 2025.

Extraordinary General Meeting

The board of directors' resolution on the Rights Issue is subject to approval by the Extraordinary General Meeting on 10 September 2025. The resolution on the Rights Issue is subject to and conditional upon the limits of the share capital in the articles of association being changed and the proposal for reduction of share capital being adopted in accordance with the board of directors' proposal to the Extraordinary General Meeting. Notice to the Extraordinary General Meeting will be published through a separate press release.

Preliminary timetable for the Rights Issue

The following timetable for the Rights Issue is preliminary and may be subject to change.
 

Resolution on rights issue and notice to an extraordinary general meeting 8 August 2025
Extraordinary General Meeting to approve the Rights Issue, amendment of the articles of association and reduction of share capital 10 September 2025
Last day of trading in the share, including the right to receive subscription rights 10 September 2025
First day of trading in the share, excluding the right to receive subscription rights 11 September 2025
Publication of information document 12 September 2025
Record date for the right to receive subscription rights 12 September 2025
Trading in subscription rights 16 September – 25 September 2025
Subscription period 16 September – 30 September 2025
Trading in paid subscribed shares (BTA) 16 September – 15 October 2025
Publication of the outcome of the Rights Issue 2 October 2025

The bridge loan

In order to ensure the financing needs until the Rights Issue is completed, the Company has taken up a bridge loan of approximately MSEK 32.2 from the shareholders madHat AB, Måns Flodberg and Anders Bladh. The bridge loan bears no interest and does not entail any other costs for the Company. The loan amount will be repaid with the proceeds from the Rights Issue or offset against new shares that have been subscribed for in the Rights Issue.
 
Preliminary financial information for Q2 2025

In connection with the transaction, the Company has chosen to communicate preliminary financial information for the second quarter 2025. Net sales for the period 1 April – 30 June 2025 amounted preliminarily to approximately MSEK 244.0 (382.3), the gross margin amounted preliminarily to approximately 1.5 (12.6) percent and the operating result (EBITA) amounted preliminarily to approximately MSEK -80.7 (-76.2). EBITA and gross margin have been affected by items of a one-time nature of approximately MSEK 50.9. Adjusted for these items, the gross margin amounts to 22.4 percent. Cash and cash equivalents as of 30 June 2025 amounted preliminarily to approximately MSEK 25.4 (30.4).
 
Advisors

Advokatfirman Schjødt is legal advisor to the Company in connection with the Rights Issue.

Correction: Incorrect date for the last day of trading in paid subscribed shares in previous press release. DistIT announces final outcome in the rights issue

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, BELARUS, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, RUSSIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

DistIT AB issues a correction to the press release published on July 4, 2025 at 13:30 CEST. The correction refers to that the date for the last day of trading in paid subscribed shares was incorrectly stated to be expected around July 9, 2025. The correct date is July 16, 2025. The corrected press release is included below.

On May 13, 2025, DistIT AB (publ) ("DistIT" or "Company") announced that the Board of Directors had resolved to carry out an issue of shares corresponding to a maximum of approximately SEK 168 million with preferential rights for the Company’s existing shareholders ("Rights Issue"). The Rights Issue was secured to 81.4 percent of the total issue proceeds, corresponding to approximately SEK 137 million, through undertakings from the Company’s bondholders ("Bondholders") to carry out a debt conversion. The Board of Directors’ resolution on the Rights Issue was approved by an extraordinary general meeting held on June 12, 2025. DistIT hereby announces the final outcome of the Rights Issue. A total of 283,812,679  shares, corresponding to approximately 84.22 percent of the Rights Issue, were subscribed for with and without subscription rights. The Rights Issue will provide the Company with proceeds of approximately SEK 4.8 million before deduction of issue costs and, in addition, set-off of debt to the Bondholders of approximately SEK 137 million will take place.
 
Final outcome
A maximum of 336,971,184 shares were offered in the Rights Issue at a subscription price of SEK 0.50 per share. A total of 9,279,464 new shares, corresponding to approximately 3 percent of the Rights Issue, were subscribed for with subscription rights. Additionally, 220,715 shares were subscribed for without subscription rights, corresponding to approximately 0.06 percent of the Rights Issue. Furthermore, 274,312,500 shares, corresponding to approximately 81.4 percent of the Rights Issue, were subscribed for by the Bondholders.

The Bondholders’ allocation of the subscribed shares is made through set-off against up to 50 percent of the nominal amount per bond, based on the final redemption price of 105 percent of the nominal amount. The Rights Issue will provide the Company with proceeds of approximately SEK 4.8 million before deduction of issue costs and, in addition, set-off of debt to the Bondholders of approximately SEK 137 million will take place.

Notice of allotment
The allotment of a total of 274,533,215 shares subscribed for without subscription rights has been carried out in accordance with the allotment principles set out in the information document that has been prepared by the Company in connection with Rights Issue, which was published on June 13, 2025. As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent. Subscribed and allotted shares must be paid in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of the nominee.

Trading in paid subscribed
Trading in the paid subscribed shares (Sw. BTA) takes place on Nasdaq First North Premier Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading in paid subscribed shares is expected to be around July 16, 2025.

Number of shares and share capital
Following the Rights Issue, and after registration of the resolved reduction of the share capital, DistIT’s share capital will increase by 56,762,535.8 SEK, from SEK 5,616,186.40 to SEK 62,378,722.2 and the number of shares in DistIT will increase by 283,812,679 new shares, from 28,080,932 shares to 311, 893,611 shares, corresponding to a dilution effect of approximately 91 percent of the total number of shares and votes in the Company.

Advisors
ABG Sundal Collier is acting as financial advisor and Advokatfirma DLA Piper Sweden KB is acting as legal advisor in connection with the Rights Issue.

DistIT announces final outcome in the rights issue

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, BELARUS, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, RUSSIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE

On May 13, 2025, DistIT AB (publ) ("DistIT" or "Company") announced that the Board of Directors had resolved to carry out an issue of shares corresponding to a maximum of approximately SEK 168 million with preferential rights for the Company’s existing shareholders ("Rights Issue"). The Rights Issue was secured to 81.4 percent of the total issue proceeds, corresponding to approximately SEK 137 million, through undertakings from the Company’s bondholders ("Bondholders") to carry out a debt conversion. The Board of Directors’ resolution on the Rights Issue was approved by an extraordinary general meeting held on June 12, 2025. DistIT hereby announces the final outcome of the Rights Issue. A total of 283,812,679 shares, corresponding to approximately 84.22 percent of the Rights Issue, were subscribed for with and without subscription rights. The Rights Issue will provide the Company with proceeds of approximately SEK 4.8 million before deduction of issue costs and, in addition, set-off of debt to the Bondholders of approximately SEK 137 million will take place.

Final outcome
A maximum of 336,971,184 shares were offered in the Rights Issue at a subscription price of SEK 0.50 per share. A total of 9,279,464 new shares, corresponding to approximately 3 percent of the Rights Issue, were subscribed for with subscription rights. Additionally, 220,715 shares were subscribed for without subscription rights, corresponding to approximately 0.06 percent of the Rights Issue. Furthermore, 274,312,500 shares, corresponding to approximately 81.4 percent of the Rights issue, were subscribed for by the Bondholders.

The Bondholders’ allocation of the subscribed shares is made through set-off against up to 50 percent of the nominal amount per bond, based on the final redemption price of 105 percent of the nominal amount. The Rights Issue will provide the Company with proceeds of approximately SEK 4.8 million before deduction of issue costs and, in addition, set-off of debt to the Bondholders of approximately SEK 137 million will take place.

Notice of allotment
The allotment of a total of 274,533,215 shares subscribed for without subscription rights has been carried out in accordance with the allotment principles set out in the information document that has been prepared by the Company in connection with Rights Issue, which was published on June 13, 2025. As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent. Subscribed and allotted shares must be paid in cash in accordance with the instructions in the contract note. Nominee-registered shareholders will receive notice of allotment and payment in accordance with the procedures of the nominee.

Trading in paid subscribed
Trading in the paid subscribed shares (Sw. BTA) takes place on Nasdaq First North Premier Growth Market until the Rights Issue has been registered with the Swedish Companies Registration Office. The last day of trading in paid subscribed shares is expected to be on July 9, 2025.

Number of shares and share capital
Following the Rights Issue, and after registration of the resolved reduction of the share capital, DistIT’s share capital will increase by 56,762,535.8 SEK, from SEK 5,616,186.40 to SEK 62,378,722.2 and the number of shares in DistIT will increase by 283,812,679 new shares, from 28,080,932 shares to 311, 893,611 shares, corresponding to a dilution effect of approximately 91 percent of the total number of shares and votes in the Company.

Advisors
ABG Sundal Collier is acting as financial advisor and Advokatfirma DLA Piper Sweden KB is acting as legal advisor in connection with the Rights Issue.

DistIT receives bondholder approval for implementation of recapitalisation

DistIT AB (publ) (“DistIT” or the “Company”) announces that the written procedure initiated by the Company on 13 May 2025 regarding its outstanding senior unsecured bonds, in order to obtain bondholders’ approval for the implementation of the previously announced principal agreement for the recapitalisation of the Company, has been successfully completed.

On 13 May 2025, the Company initiated a written procedure (the “Written Procedure”) regarding its outstanding senior unsecured corporate bonds with a maximum nominal amount of SEK 300 million and ISIN SE0015949359 (the “Bonds”), in order to obtain bondholder approval for the implementation of the previously announced principal agreement with certain bondholders concerning the recapitalisation of the Company.

A sufficient number of bondholders participated in the Written Procedure to form a quorum, and the requisite majority voted in favour of the Company’s request. Accordingly, the agent, Nordic Trustee & Agency AB (publ), has today concluded the Written Procedure. The amendments to the terms and conditions are effective as of today. The amended terms and conditions will be made available on the Company’s website.

"We are grateful for the constructive discussions with our bondholders and for their support. This is an important step in our plan to strengthen the company's financial position and create a stable platform." says Anders Bladh, Chair of the Board of DistIT.

As previously announced by the Company, a condition subsequent for the approval of the Written Procedure is that the rights issue announced by the Company on 13 May 2025 has been approved by the shareholders' meeting no later than 15 July 2025 and has been completed no later than 31 August 2025. An extraordinary general meeting regarding the rights issue will be held on 12 June 2025. Subject to the general meeting approving the rights issue, the outcome of the rights issue is preliminary expected to be announced on 7 July 2025.

ABG Sundal Collier acts as financial advisor to the Company in connection with the recapitalisation. Gernandt & Danielsson and DLA Piper act as legal advisors to the Company in connection with the recapitalisation.

For questions regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.

DistIT receives bondholder approval for short-term extension

DistIT AB (publ) (“DistIT” or the “Company”) announces that the written procedure initiated by the Company on 28 April 2025 regarding, inter alia, a short-term extension of the maturity of its outstanding senior unsecured corporate bonds has been successfully completed. In parallel, a separate written procedure is ongoing to seek bondholder approval of the previously announced principal agreement for the recapitalisation of the Company.

On 28 April 2025, the Company initiated a written procedure (the “Written Procedure”) regarding its outstanding senior unsecured corporate bonds with a maximum nominal amount of SEK 300 million and ISIN SE0015949359 (the “Bonds”), in order to obtain bondholder approval for, among other things, an extension of the Bonds’ maturity to 2 June 2025, to enable final negotiations of a principal agreement with certain bondholders concerning the recapitalisation of the Company.
A sufficient number of bondholders participated in the Written Procedure to form a quorum, and the requisite majority voted in favour of the Company’s request. Accordingly, the agent, Nordic Trustee & Agency AB (publ), has today concluded the Written Procedure. The amended terms and conditions will be made available on the Company’s website. In connection with the extension of the Bonds’ maturity, the Company intends to postpone the last day of trading in the Bonds to 2 June 2025.

As previously announced on 13 May 2025, the Company has initiated a second and separate written procedure to obtain bondholder approval for the implementation of the recapitalisation of the Company in accordance with the previously communicated principal agreement. This ongoing written procedure is independent from the now completed written procedure relating to the short-term maturity extension. Bondholders who participated in the first written procedure are also required to vote in the second written procedure for their vote to be considered in the recapitalisation decision.

The second written procedure runs until 2 June 2025. However, it may be concluded earlier if the required majority is obtained prior to the expiry of the voting deadline. The outcome will be announced by the Company following the conclusion of the voting process.

For questions regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.

DistIT initiates written procedure for implementation of recapitalisation

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

DistIT AB (publ) (“DistIT” or the “Company”) announces that it is initiating a written procedure regarding its outstanding senior unsecured bonds, in order to obtain bondholders’ approval for the implementation of the previously announced principal agreement for the recapitalisation of the Company.

On 29 April 2025, the Company announced that it had reached a principal agreement with a group of major holders of the Bonds, regarding the Company’s outstanding senior unsecured corporate bonds with a maximum amount of SEK 300 million, ISIN SE0015949359 (the “Bonds”). The principal agreement includes a rights issue of approximately SEK 168 million and various amendments to the terms and conditions of the Bonds, with the objective of addressing the upcoming bond maturity, strengthening the Company’s liquidity, and establishing a long-term sustainable capital structure (the “Recapitalisation”).

In order to implement the Recapitalisation, the Company has requested that Nordic Trustee & Agency AB (publ) (the “Agent”), in its capacity as agent for the bondholders, issue a notice of Written Procedure to decide, among other things, on a mandatory debt-to-equity swap of up to 50% of the nominal amount of the Bonds in the above mentioned rights issue, an extension of the final maturity date of the Bonds to 19 May 2028, a right to defer interest payments and certain other amendments to the terms and conditions of the Bonds (the “Written Procedure”). The implementation of the requests set forth in the Written Procedure is subject to the approval by at least two-thirds of the votes cast in the Written Procedure. For more information about the Written Procedure and a more detailed description of the requests, reference is made to the notice of Written Procedure available on the respective websites of the Company and the Agent. For more information on the rights issue, please refer to the Company’s press release as of 13 May 2025.

The notice of the Written Procedure, including voting instructions, will be distributed to directly registered owners and registered nominees of the Bonds in accordance with the Company’s debt ledger maintained by Euroclear Sweden as of 12 May 2025. The notice will also be available on the respective websites of the Company and the Agent.
The outcome of the Written Procedure will be announced through a press release upon completion of the Written Procedure. The record date for voting in the Written Procedure is 20 May 2025, and the last date for voting is 2 June 2025. However, the Written Procedure may be concluded before the expiry of the voting period if the required majority has been obtained earlier.

For questions regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.

Advisors

ABG Sundal Collier acts as financial advisor to the Company in connection with the Recapitalisation. Gernandt & Danielsson and DLA Piper act as legal advisors to the Company in connection with the Recapitalisation.

Correction: Incorrect MAR label in previous press release. DistIT resolves on a rights issue of shares of approximately SEK 168 million

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, BELARUS, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, RUSSIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

DistIT AB issues a correction to the press release published on May 13, 2025 at 08:30 CEST. The correction refers to that the press release was incorrectly labelled with a MAR label with reference to the EU Market Abuse Regulation. The MAR label should not have been included. The corrected press release is included below.

The board of directors of DistIT AB ("DistIT" or the "Company") has today resolved to carry out a rights issue of shares corresponding to approximately SEK 168 million with preferential rights for the Company's existing shareholders (the "Rights Issue"). Provided that a written procedure (the "Written Procedure") regarding the Company's outstanding senior unsecured corporate bonds with a maximum amount of SEK 300 million ISIN SE0015949359 (the "Bonds") approves the Rights Issue, the Rights Issue will be secured to an amount of SEK 137,156,250, corresponding to approximately 81.4 percent of the total issue proceeds, by holders of the Company's Bonds ("Bondholders"). The Rights Issue is conditional upon approval by an extraordinary general meeting scheduled to be held on June 12, 2025 (the "Extraordinary General Meeting"). The notice to the Extraordinary General Meeting will be published by way of a separate press release.

Summary of the Rights Issue

  • The purpose of the Rights Issue is to manage the upcoming maturity of the Bonds, to strengthen the Company's liquidity situation and to establish a long-term sustainable capital structure for the Company.
  • Anyone who, on the record date of June 16, 2025, is registered as a shareholder in DistIT and is entitled to participate in the Rights Issue will receive twelve (12) subscription rights for each existing share. One (1) subscription right entitles the holder to subscribe for one (1) new share. The Rights Issue comprises a maximum of 336,971,184 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 67,394,236.8.
  • The subscription period runs from and including June 18, 2025 to and including July 2, 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than July 2, 2025. The board of directors also has the right to extend the time of payment.
  • The subscription price amounts to SEK 0.50 per share. 
  • Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period June 18, 2025 through June 27, 2025.
  • Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 168 million before issue costs.
  • Shareholders who do not participate in the Rights Issue will have their shareholding diluted by up to 92.3 percent, but will have the opportunity to financially compensate for the dilution by selling their subscription rights.
  • As the Company announced on April 29, 2025, the Company has reached a principal agreement with a group of major Bondholders representing approximately 40 percent of the outstanding nominal amount under the Bonds. The principal agreement includes, inter alia, conditional upon the approval of the Written Procedure, that the agent under the Bonds ("Agent") undertakes, on behalf of the Bondholders, to subscribe for shares to an amount of SEK 137,156,250. Any allotment of the subscribed shares shall be made  by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount (the "Debt Conversion"). The Debt Conversion is conditional upon the approval of at least two-thirds of the Bondholders that vote in the Written Procedure. The Company intends to initiate the Written Procedure no later than May 13, 2025 with the final voting day set to no later than June 2, 2025.
  • The board of directors' resolution on the Rights Issue is conditional upon approval at the Extraordinary General Meeting scheduled to be held on June 12, 2025

Background and motives

The Bonds mature on May 19, 2025. In order to manage the upcoming maturity and to establish a long-term sustainable capital structure for DistIT, the Company has reached a principle agreement, which includes, inter alia, the Rights Issue, with a group of major Bondholders representing approximately 40.2 percent of the outstanding nominal amount under the Bonds,. The purpose of the Rights Issue is thus to manage the upcoming maturity of the Bonds, to strengthen the Company's liquidity situation and to establish a long-term sustainable capital structure for the Company.

Upon full subscription of the Rights Issue, the Company will receive approximately SEK 168 million before deduction of issue costs, which are expected to amount to approximately SEK 7 million. The net proceeds thus amount to approximately SEK 161 million. In the event that the Written Procedure is approved (by at least two-thirds of the Bondholders that vote in the Written Procedure) and the Debt Conversion is completed, the payment of the subscription price will be made partially by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount.

The expected net proceeds will be used exclusively for the Company's ongoing operations, including redemption of part of the Bond to the extent that the cash net proceeds exceed SEK 31,329,342. In the event that the Rights Issue is not sufficiently subscribed, it is the Company's intention to seek alternative financing opportunities such as a new rights issue, a directed share issue or long-term loan financing from existing or new investors.

Terms of the rights issue

The board of directors' resolution on the Rights Issue is conditional upon approval at the Extraordinary General Meeting scheduled to be held on June 12, 2025. The notice to the Extraordinary General Meeting will be published by way of a separate press release.

Anyone who, on the record date of June 16, 2025, is registered as a shareholder in DistIT and is entitled to participate in the Rights Issue will receive twelve (12) subscription rights for each existing share. One (1) subscription right entitles the holder to subscribe for one (1) new share. The last day of trading in DistIT's shares including the right to participate in the Rights Issue is June 12, 2025.

In the event that not all shares are subscribed for by exercise of subscription rights, the board of directors shall resolve on the allotment of new shares on the following basis:

a) firstly to those who have subscribed for shares by exercising subscription rights and who wish to subscribe for additional shares (regardless of whether they were shareholders on the record date or not), pro rata in relation to their subscription with subscription rights, and, to the extent that this cannot be done, by drawing lots;

b) secondly, to others who have expressed an interest in subscribing for shares without subscription rights (and who are not covered by item a) above and are not Bondholders, in accordance with item c) below), pro rata in relation to their registered interest, and, to the extent that this cannot be done, by drawing lots; and

c) thirdly, to Bondholders, pro rata to their held Bonds, to the extent this is not possible, by drawing of lots.

The subscription period runs from and including June 18, 2025 to and including July 2, 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than July 2, 2025. The board of directors also has the right to extend the time of payment. Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period June 18, 2025 through June 27, 2025. New shares entitle to dividends from the day the shares are entered in the share register at Euroclear Sweden AB.

The subscription price amounts to SEK 0.50 per share. The Rights Issue comprises a maximum of 336,971,184 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 67,394,236.8. Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 168 million before issue costs.

In connection with the Rights Issue, the board of directors has resolved to propose that the Extraordinary General Meeting resolves to reduce the Company's share capital through a transfer to non-restricted equity, from SEK 56,161,864 to SEK 5,616,186.40 to enable the proposed number of newly issued shares at the subscription price in the Rights Issue. If the Rights Issue is fully subscribed and after completion of the reduction of the share capital, the Company's share capital will amount to SEK 73,010,423.20 and the number of shares to 365,052,116. If the Rights Issue is fully subscribed, this will result in a dilution effect of approximately 92.3 percent of the number of shares and votes for shareholders not participating in the Rights Issue.

Debt Conversion

Provided the approval of at least two-thirds of the Bondholders that vote in the Written Procedure, the Rights Issue will be secured to approximately 81.4 percent through the Bondholders' undertakings to carry out the Debt Conversion of approximately SEK 137,156,250. The Debt Conversion, should it become effective, shall be made by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount.

Information document

No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed by Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended ("Prospectus Regulation"). The information document will be prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document is expected to be published on June 13, 2025.

Preliminary timetable for the Rights Issue

The following timetable for the Rights Issue is preliminary and may be subject to change.

Resolution on notice to an extraordinary general meeting May 13, 2025
Extraordinary General Meeting to approve the Rights Issue, amendment of the articles of association and reduction of share capital June 12, 2025
Last day of trading in the share, including the right to receive subscription rights June 12, 2025
First day of trading in the share, excluding the right to receive subscription rights June 13, 2025
Publication of information document June 13, 2025
Record date for the right to receive subscription rights June 16, 2025
Trading in subscription rights June 18, 2025 – June 27, 2025
Subscription period June 18, 2025 – July 2, 2025
Publication of the outcome of the Rights Issue July 7, 2025

Advisors

ABG Sundal Collier is acting as financial advisor and Advokatfirma DLA Piper Sweden KB is acting as legal advisor in connection with the Rights Issue.

DistIT resolves on a rights issue of shares of approximately SEK 168 million

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA, BELARUS, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, RUSSIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE SEE “IMPORTANT INFORMATION” AT THE END OF THE PRESS RELEASE.

The board of directors of DistIT AB ("DistIT" or the "Company") has today resolved to carry out a rights issue of shares corresponding to approximately SEK 168 million with preferential rights for the Company's existing shareholders (the "Rights Issue"). Provided that a written procedure (the "Written Procedure") regarding the Company's outstanding senior unsecured corporate bonds with a maximum amount of SEK 300 million ISIN SE0015949359 (the "Bonds") approves the Rights Issue, the Rights Issue will be secured to an amount of SEK 137,156,250, corresponding to approximately 81.4 percent of the total issue proceeds, by holders of the Company's Bonds ("Bondholders"). The Rights Issue is conditional upon approval by an extraordinary general meeting scheduled to be held on June 12, 2025 (the "Extraordinary General Meeting"). The notice to the Extraordinary General Meeting will be published by way of a separate press release.

Summary of the Rights Issue

  • The purpose of the Rights Issue is to manage the upcoming maturity of the Bonds, to strengthen the Company's liquidity situation and to establish a long-term sustainable capital structure for the Company.
  • Anyone who, on the record date of June 16, 2025, is registered as a shareholder in DistIT and is entitled to participate in the Rights Issue will receive twelve (12) subscription rights for each existing share. One (1) subscription right entitles the holder to subscribe for one (1) new share. The Rights Issue comprises a maximum of 336,971,184 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 67,394,236.8.
  • The subscription period runs from and including June 18, 2025 to and including July 2, 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than July 2, 2025. The board of directors also has the right to extend the time of payment.
  • The subscription price amounts to SEK 0.50 per share. 
  • Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period June 18, 2025 through June 27, 2025.
  • Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 168 million before issue costs.
  • Shareholders who do not participate in the Rights Issue will have their shareholding diluted by up to 92.3 percent, but will have the opportunity to financially compensate for the dilution by selling their subscription rights.
  • As the Company announced on April 29, 2025, the Company has reached a principal agreement with a group of major Bondholders representing approximately 40 percent of the outstanding nominal amount under the Bonds. The principal agreement includes, inter alia, conditional upon the approval of the Written Procedure, that the agent under the Bonds ("Agent") undertakes, on behalf of the Bondholders, to subscribe for shares to an amount of SEK 137,156,250. Any allotment of the subscribed shares shall be made  by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount (the "Debt Conversion"). The Debt Conversion is conditional upon the approval of at least two-thirds of the Bondholders that vote in the Written Procedure. The Company intends to initiate the Written Procedure no later than May 13, 2025 with the final voting day set to no later than June 2, 2025.
  • The board of directors' resolution on the Rights Issue is conditional upon approval at the Extraordinary General Meeting scheduled to be held on June 12, 2025

Background and motives

The Bonds mature on May 19, 2025. In order to manage the upcoming maturity and to establish a long-term sustainable capital structure for DistIT, the Company has reached a principle agreement, which includes, inter alia, the Rights Issue, with a group of major Bondholders representing approximately 40.2 percent of the outstanding nominal amount under the Bonds,. The purpose of the Rights Issue is thus to manage the upcoming maturity of the Bonds, to strengthen the Company's liquidity situation and to establish a long-term sustainable capital structure for the Company.

Upon full subscription of the Rights Issue, the Company will receive approximately SEK 168 million before deduction of issue costs, which are expected to amount to approximately SEK 7 million. The net proceeds thus amount to approximately SEK 161 million. In the event that the Written Procedure is approved (by at least two-thirds of the Bondholders that vote in the Written Procedure) and the Debt Conversion is completed, the payment of the subscription price will be made partially by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount.

The expected net proceeds will be used exclusively for the Company's ongoing operations, including redemption of part of the Bond to the extent that the cash net proceeds exceed SEK 31,329,342. In the event that the Rights Issue is not sufficiently subscribed, it is the Company's intention to seek alternative financing opportunities such as a new rights issue, a directed share issue or long-term loan financing from existing or new investors.

Terms of the rights issue

The board of directors' resolution on the Rights Issue is conditional upon approval at the Extraordinary General Meeting scheduled to be held on June 12, 2025. The notice to the Extraordinary General Meeting will be published by way of a separate press release.

Anyone who, on the record date of June 16, 2025, is registered as a shareholder in DistIT and is entitled to participate in the Rights Issue will receive twelve (12) subscription rights for each existing share. One (1) subscription right entitles the holder to subscribe for one (1) new share. The last day of trading in DistIT's shares including the right to participate in the Rights Issue is June 12, 2025.

In the event that not all shares are subscribed for by exercise of subscription rights, the board of directors shall resolve on the allotment of new shares on the following basis:

a) firstly to those who have subscribed for shares by exercising subscription rights and who wish to subscribe for additional shares (regardless of whether they were shareholders on the record date or not), pro rata in relation to their subscription with subscription rights, and, to the extent that this cannot be done, by drawing lots;

b) secondly, to others who have expressed an interest in subscribing for shares without subscription rights (and who are not covered by item a) above and are not Bondholders, in accordance with item c) below), pro rata in relation to their registered interest, and, to the extent that this cannot be done, by drawing lots; and
c) thirdly, to Bondholders, pro rata to their held Bonds, to the extent this is not possible, by drawing of lots.

The subscription period runs from and including June 18, 2025 to and including July 2, 2025. The board of directors has the right to extend the subscription period, which, if applicable, will be announced by the Company by way of a press release no later than July 2, 2025. The board of directors also has the right to extend the time of payment. Trading in subscription rights will take place on Nasdaq First North Premier Growth Market during the period June 18, 2025 through June 27, 2025. New shares entitle to dividends from the day the shares are entered in the share register at Euroclear Sweden AB.

The subscription price amounts to SEK 0.50 per share. The Rights Issue comprises a maximum of 336,971,184 shares and if the Rights Issue is fully subscribed, the Company's share capital will increase by SEK 67,394,236.8. Assuming that the Rights Issue is fully subscribed, the Company will receive proceeds of approximately SEK 168 million before issue costs.

In connection with the Rights Issue, the board of directors has resolved to propose that the Extraordinary General Meeting resolves to reduce the Company's share capital through a transfer to non-restricted equity, from SEK 56,161,864 to SEK 5,616,186.40 to enable the proposed number of newly issued shares at the subscription price in the Rights Issue. If the Rights Issue is fully subscribed and after completion of the reduction of the share capital, the Company's share capital will amount to SEK 73,010,423.20 and the number of shares to 365,052,116. If the Rights Issue is fully subscribed, this will result in a dilution effect of approximately 92.3 percent of the number of shares and votes for shareholders not participating in the Rights Issue.

Debt Conversion

Provided the approval of at least two-thirds of the Bondholders that vote in the Written Procedure, the Rights Issue will be secured to approximately 81.4 percent through the Bondholders' undertakings to carry out the Debt Conversion of approximately SEK 137,156,250. The Debt Conversion, should it become effective, shall be made by way of set-off against up to 50 percent of the nominal amount per Bond, based on a final redemption price of 105 percent of the nominal amount.

Information document

No prospectus will be prepared in connection with the Rights Issue. The Company will prepare and publish an information document in the form prescribed by Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended ("Prospectus Regulation"). The information document will be prepared in accordance with the requirements of Annex IX of the Prospectus Regulation. The information document is expected to be published on June 13, 2025.

Preliminary timetable for the Rights Issue

The following timetable for the Rights Issue is preliminary and may be subject to change.

Resolution on notice to an extraordinary general meeting May 13, 2025
Extraordinary General Meeting to approve the Rights Issue, amendment of the articles of association and reduction of share capital June 12, 2025
Last day of trading in the share, including the right to receive subscription rights June 12, 2025
First day of trading in the share, excluding the right to receive subscription rights June 13, 2025
Publication of information document June 13, 2025
Record date for the right to receive subscription rights June 16, 2025
Trading in subscription rights June 18, 2025 – June 27, 2025
Subscription period June 18, 2025 – July 2, 2025
Publication of the outcome of the Rights Issue July 7, 2025

Advisors

ABG Sundal Collier is acting as financial advisor and Advokatfirma DLA Piper Sweden KB is acting as legal advisor in connection with the Rights Issue.

DistIT AB (publ) completes the transfer of the majority of the assets of its wholly owned subsidiary Septon Holding AB

In accordance with the press release dated March 17, 2025, DistIT AB (publ) has entered into an agreement regarding the transfer of the majority of the assets of its wholly owned subsidiary Septon Holding AB to Exertis CapTech AB. All conditions for the transfer have now been met and the transfer has been completed as of today, April 30, 2025.