DistIT AB (publ) enters into a conditional agreement to sell its Lithuanian subsidiary Deltaco Baltic UAB.

Aurdel Sweden AB, a subsidiary of DistIT AB (publ) ("DistIT") has today entered into a conditional agreement for the sale of 100 percent of the shares in the Lithuanian subsidiary Deltaco Baltic UAB to ELKO Grupa AS (ELKO Group), a leading IT and CE distributor in Nordics and Central Eastern Europe, headquartered in Riga, Latvia.

The sale price is Euro 3 million and the transaction is subject to  a final Sale- and Purchase Agreement (SPA), 2024 audited financials and customary regulatory approvals.

Deltaco Baltic UAB is a distributor of mainly large and small scale appliances (MDA and SDA) as well as accessories for PCs, laptops, mobile phones and tablets,  headquartered in Kaunas, Lithuania. The products are mostly sold to other retailers in the B2B market and to a number of retail chains in the Baltic countries. Deltaco Baltic's sales in 2023 amounted to Euro 13,7 million, which corresponded to approximately 7 percent of the DistIT Group's total sales.

As part of the transaction, a distribution agreement will be established between Aurdel Sweden AB and Deltaco Baltic UAB for continued sales of Deltaco’ s accessories.

About ELKO Group

The ELKO Group is one of the region's largest distributors of IT and consumer electronics products and solutions, representing 350 IT manufacturers. The company provides a wide range of products and services to more than 10 000 retailers, local computer manufacturers, system integrators and enterprises within various sectors in 13 countries in Europe. www.elkogroup.com

DistIT AB obtains consent from bondholders to amend the terms and conditions of its bond loan

On November 27, 2024, DistIT AB (the "Company") announced that the Company has instigated a written procedure in order to obtain consent from holders of its senior unsecured callable floating rate bond loan with ISIN SE0015949359 (the "Bonds") to certain amendments to the terms and conditions of the Bonds.

The Company hereby announces that the required quorum was obtained in the written procedure and that the required majority of the votes cast in the written procedure were in favour of the proposal (approximately 34 per cent of the Bond holders voted, of which approximately 75 per cent voted in favour of the proposal).

Per Kaufmann, CEO DistIT: “Per Kaufmann, CEO DistIT: "I am convinced that this decision will help DistIT in its daily operations and thus also benefit all its stakeholders and would like to thank the bondholders who voted positively for our proposal."
 
The amendments to the terms and conditions of the Bonds include the following changes:

(i) an amendment of the definition of "Net Cash Proceeds", as follows:

"“Net Cash Proceeds” means the cash proceeds received in connection with a Permitted Disposal after deducting:
(a) all Taxes incurred and required to be paid by a member of the Group (as reasonably determined by the relevant member of the Group on the basis of existing rates) in relation to the Permitted Disposal;

(b) reasonable fees, costs and expenses which are incurred by any member of the Group to persons who are not members of the Group in relation to the relevant Permitted Disposal;

(c) any amounts reasonably determined by the Issuer to be required or reasonably forecast to be required to be retained to cover indemnities, contingent and other anticipated liabilities arising in connection with the Permitted Disposal; and

(d) thirty-three (33.00) per cent of such amount remaining having made the deductions set out in (a) – (c) above;”

(ii) adding of a new clause 13.2.2, as follows:

"13.2.2 Any sale or disposal under clause 13.2.1 must be to a bona fide third party and not to any Affiliate of the Issuer."

The amended terms and conditions of the Bonds are in force from today's date, December 13 December, 2024.

The amended terms and conditions of the Bonds is available on the Company's website www.DistIT.se.
 

Correction of previous announced press release: DistIT initiates a written procedure regarding amendment of the terms and conditions for the Company’s outstanding bond loan

DistIt AB, reg. no. 556116-4384 ("DistIT" or "Company"), published a press release yesterday, November 26, 2024, at 3:45 PM regarding the initiation of a written procedure. The correction consists of a clarification that the disposal proceeds the company is entitled to retain and use for inventory restocking and general corporate purposes should be generated from potential divestments of operations. Below is the full press release following this correction.

DistIT AB reg. no 556116-4384 ("DistIT" or "Company"), through Nordic Trustee & Agency AB (publ) ("Agent"), initiates a written procedure ("Written Procedure") to resolve on certain amendments of the Company's outstanding senior unsecured callable floating rate bonds of up to SEK 300 million due 2025, listed on Nasdaq Stockholm with ISIN SE0015949359 ("Bonds").
 
Written Procedure
The Company is experiencing a large increase in demand for its own brands and, to meet this increase in demand, a need has arisen for the Company to restock its inventory to a larger extent.. After evaluating its financial position and cash flow, the Company has decided that amending the terms and conditions of its Bonds would benefit its operations and investors. These amendments will allow the Company to retain a greater portion of disposal proceeds from potential divestments of operations for inventory restocking and general corporate purposes. Consequently, the Company has decided to initiate the Written Procedure. The Written Procedure concerns resolution on the following amendments of the terms and conditions of the Bonds:
(i) an amendment of the definition of "Net Cash Proceeds", as follows:
"“Net Cash Proceeds” means the cash proceeds received in connection with a Permitted Disposal after deducting:
(a) all Taxes incurred and required to be paid by a member of the Group (as reasonably determined by the relevant member of the Group on the basis of existing rates) in relation to the Permitted Disposal;
(b) reasonable fees, costs and expenses which are incurred by any member of the Group to persons who are not members of the Group in relation to the relevant Permitted Disposal;
(c) any amounts reasonably determined by the Issuer to be required or reasonably forecast to be required to be retained to cover indemnities, contingent and other anticipated liabilities arising in connection with the Permitted Disposal; and
(d) thirty-three (33.00) per cent of such amount remaining having made the deductions set out in (a) – (c) above;."
(ii) adding of a new clause 13.2.2, as follows:
"13.2.2 Any sale or disposal under clause 13.2.1 must be to a bona fide third party and not to any Affiliate of the Issuer."
Only bondholders who are registered as holders of a one or several Bonds in the debt register kept by Euroclear Sweden AB at the record date 29 November 2024 are eligible to vote in the Written Procedure.
For a complete description of the proposed resolution, please refer to the notice to the Written Procedure which is available at the website of DistIT.
In order for the changes to the terms and conditions to be approved by the Written Procedure a quorum of at least 20 per cent of the adjusted nominal amount must be achieved and a majority of at least 66 2/3 per cent of the adjusted nominal amount for which the bondholders reply in the Written Procedure must consent to the amendment of the terms and conditions. The result of the Written Procedure will be published on or about 13 December 2024, which is the last day of voting in the Written Procedure.
The notice to the Written Procedure, containing complete proposal and voting instructions, will be available at DistIT's website (www.distit.se) and will be sent out today to direct registered owners (Sw. direktregistrerad ägare) and registered authorized nominees (Sw. förvaltare) of the Bonds which as per 29 November 2024 were registered in the debt register kept by Euroclear Sweden AB. Any individual or company whose Bonds are held by a nominee must contact the nominee in order to participate in the Written Procedure.
For questions regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.
Advokatfirma DLA Piper Sweden KB acts as Legal Advisor in connection with the Written Procedure.

DistIT initiates a written procedure regarding amendment of the terms and conditions for the Company’s outstanding bond loan

DistIT AB reg. no 556116-4384 ("DistIT" or "Company"), through Nordic Trustee & Agency AB (publ) ("Agent"), initiates a written procedure ("Written Procedure") to resolve on certain amendments of the Company's outstanding senior unsecured callable floating rate bonds of up to SEK 300 million due 2025, listed on Nasdaq Stockholm with ISIN SE0015949359 ("Bonds").

Written Procedure
The Company is experiencing a large increase in demand for its own brands and, to meet this increase in demand, a need has arisen for the Company to restock its inventory to a larger extent.. After evaluating its financial position and cash flow, the Company has decided that amending the terms and conditions of its Bonds would benefit its operations and investors. These amendments will allow the Company to retain a greater portion of disposal proceeds for inventory restocking and general corporate purposes. Consequently, the Company has decided to initiate the Written Procedure. The Written Procedure concerns resolution on the following amendments of the terms and conditions of the Bonds:
(i)   an amendment of the definition of "Net Cash Proceeds", as follows:
"“Net Cash Proceeds” means the cash proceeds received in connection with a Permitted Disposal after deducting:
(a)   all Taxes incurred and required to be paid by a member of the Group (as reasonably determined by the relevant member of the Group on the basis of existing rates) in relation to the Permitted Disposal;
(b)   reasonable fees, costs and expenses which are incurred by any member of the Group to persons who are not members of the Group in relation to the relevant Permitted Disposal;
(c)   any amounts reasonably determined by the Issuer to be required or reasonably forecast to be required to be retained to cover indemnities, contingent and other anticipated liabilities arising in connection with the Permitted Disposal; and
(d)   thirty-three (33.00) per cent of such amount remaining having made the deductions set out in (a) – (c) above;."
(ii)   adding of a new clause 13.2.2, as follows:
"13.2.2   Any sale or disposal under clause 13.2.1 must be to a bona fide third party and not to any Affiliate of the Issuer."
Only bondholders who are registered as holders of a one or several Bonds in the debt register kept by Euroclear Sweden AB at the record date 29 November 2024 are eligible to vote in the Written Procedure.
For a complete description of the proposed resolution, please refer to the notice to the Written Procedure which is available at the website of DistIT.
In order for the changes to the terms and conditions to be approved by the Written Procedure a quorum of at least 20 per cent of the adjusted nominal amount must be achieved and a majority of at least 66 2/3 per cent of the adjusted nominal amount for which the bondholders reply in the Written Procedure must consent to the amendment of the terms and conditions. The result of the Written Procedure will be published on or about 13 December 2024, which is the last day of voting in the Written Procedure.
The notice to the Written Procedure, containing complete proposal and voting instructions, will be available at DistIT's website (www.distit.se) and will be sent out today to direct registered owners (Sw. direktregistrerad ägare) and registered authorized nominees (Sw. förvaltare) of the Bonds which as per 29 November 2024 were registered in the debt register kept by Euroclear Sweden AB. Any individual or company whose Bonds are held by a nominee must contact the nominee in order to participate in the Written Procedure.
For questions regarding the administration of the Written Procedure, please contact the Agent at voting.sweden@nordictrustee.com or +46 8 783 79 00.
ABG Sundal Collier AB acts as Financial Advisor and Advokatfirma DLA Piper Sweden acts as Legal Advisor in connection with the Written Procedure.

DistIT AB obtains consent from bondholders to amend the terms and conditions of its bonds

On November 24, 2023, DistIT AB (the "Company") announced that the Company has instigated a written procedure in order to obtain consent from holders of its senior unsecured callable floating rate bonds with ISIN SE0015949359 (the "Bonds") to certain amendments to the terms and conditions of the Bonds.

The Company hereby announces that the required quorum was obtained in the written procedure and that the required majority of the votes cast in the written procedure were in favour of the proposal (approximately 77 per cent of the Bond holders voted, of which approximately 90 per cent voted in favour of the proposal).

Robert Rosenzweig, CEO DistIT: “We are pleased that the holders of the Bonds have accepted the amendments to the terms and conditions of the Bonds that allow us to focus on realizing our business plan for 2024, which includes seizing market opportunities, implementing cost savings and focusing on cash flow."

In short, the amendments to the terms and conditions of the Bonds entail:

  • that the Company, during the remaining maturity of the Bonds, does not have to comply with the continuous requirements to maintain certain financial key ratios (so called "Maintenance Tests") as set out in the terms and conditions of the Bonds and that the Company will no longer have the opportunity to raise financial indebtedness and make value transfers to its owners in the event of fulfilment of certain financial key ratios (so called "Incurrence Tests"), i.e. the provisions on Maintenance Tests and Incurrence Tests have been removed in their entirety from the terms and conditions of the Bonds,
  • that the right the holders of the Bond have to request a mandatory partial redemption of up to twenty per cent of the Nominal Amount on the interest payment date occurring on 19 February 2024 is eliminated,
  • that a partial, and for the Company voluntary, redemption on all interest payment dates falling prior to the final redemption date (subject to a minimum redemption amount in each case of 10 per cent of the nominal amount of the Bonds) will be possible,
  • that certain net cash amounts accrued to the Company in the event of a sale of subsidiaries or businesses are to be used to repayment and/or repurchase of the Bonds,
  • that the Company no longer may issue additional Bonds within the framework applicable to the same, and
  • that certain other amendments shall be made to the terms and conditions of the Bonds, such as that the Company may not pay dividends or make any other value transfers to the shareholders before the final redemption date and that the amount per Bond to be redeemed at the final redemption date shall be 105 per cent of the nominal amount per Bond.

The amended terms and conditions of the Bonds are in force from today's date, December 13, 2023.

The amended terms and conditions of the Bonds will be available on the Company's website www.DistIT.se.

DistIT initiates a written procedure regarding amendment of the terms and conditions for the Company’s bonds

DistIT initiates a written procedure regarding amendment of the terms and conditions for the Company's bonds, publishes a financial forecast for 2024 and announces that previously announced financial targets for 2025 cease to apply

DistIT AB reg. no 556116-4384 ("DistIT" or "Company"), through Nordic Trustee & Agency AB (publ) ("Agent"), initiates a written procedure ("Written Procedure") to resolve on certain amendments of the Company's senior Unsecured Callable Floating Rate Bonds of up to MSEK 800 due 2025, listed on Nasdaq Stockholm with ISIN SE0015949359 ("Bonds"). The Company has utilized MSEK 300 within the total framework of MSEK 800 of the Bonds. Furthermore, the Company publishes a financial forecast for 2024 and announces that the previously announced financial targets for 2025 cease to apply. 
 
Financial forecast for 2024 and withdrawn financial targets for 2025

Negotiations have taken place with holders of the Bonds in order to ensure access to working capital for the Company going forward, as well as to secure short term liquidity for the Company and to find a solution for the Company's financing.

During ongoing negotiations, the Company has deemed it necessary to communicate company-specific information to the parties that has not previously been communicated to the market and the Company has provided the parties with an unaudited financial forecast for 2024 which indicates the Company's estimated sales volumes, cash flow and EBITDA.

The forecast has been based on the following assumptions.

With continued challenging macroeconomic market conditions, the Company expects that the market as a whole for the full year 2024 will be on the same level as in 2023.

– Aurdel: The demand is anticipated to be at 2023 level. Cost saving programs launched are expected to be completed, resulting in improved profitability.
– Septon: At a cautious market, the Company expects a continued profitable business with a slight improvement in the second half of the year.  
– EFUEL: The Company expects that several chargers will be added to the range of products and expect that the relaunch of two Easee-chargers, together with the organizational adjustments carried out during 2023, will bring the business back to profitability at a lower turnover level.
Sominis: The Company expects that the business will continue at the current level.

In light of the above factors taking into account the market conditions and the Company's ongoing initiatives, mainly the Written Procedure as described below, DistIT expects that the sales for 2024 will amount to between MSEK 2,300 and MSEK 2,500. Further, the Company expects that adjusted EBITDA of 2024 will amount to between MSEK 40 and MSEK 80.

During 2024 the Company expects a strengthened operational cash flow generation, which in combination with a reduction of existing inventory is estimated to significantly reduce the Company's net debt until the Bonds are to be refinanced.

In view of the high level of uncertainty in the market in general, the sales ban of Easee's current charging boxes as well as the uncertainty regarding the date of the relaunch of Easee's new announced charging boxes, the board of directors of the Company has decided to withdraw the financial targets for 2025 which have previously been communicated. The ambition will be to regain the market share which the Company had before the sales ban by the National Electrical Safety Board of Easee's charging boxes. The board of directors intends to return with new financial targets when Easee's new generation of charging boxes have been launched and when the market potential can be better assessed.

Written Procedure

As part of reaching the figures indicated in the forecast above, and to further strengthen the Company's financial position ahead of future periods, the Company has decided to initiate the Written Procedure. The Written Procedure concerns resolutions on, inter alia:

– that the Company, during the remaining maturity of the Bonds, does not have to comply with the continuous requirements to maintain certain financial key ratios (so called "Maintenance Tests") as set out in the terms and conditions of the Bonds and that the Company will no longer have the opportunity to raise financial indebtedness and make value transfers to its owners in the event of fulfilment of certain financial key ratios (so called "Incurrence Tests"),
– that the right the holders of the Bond have to request a mandatory partial redemption of up to twenty per cent of the Nominal Amount on the interest payment date occurring on 19 February 2024 is eliminated,
– that a partial, and for the Company voluntary, redemption on all interest payment dates falling prior to the final redemption date (subject to a minimum redemption amount in each case of 10 per cent of the nominal amount of the Bonds) will be possible,
– that certain net cash amounts accrued to the Company in the event of a sale of subsidiaries or businesses are to be used to repayment and/or repurchase of the Bonds,
– that the Company no longer may issue additional Bonds within the credit frame applicable to the same, and
– that certain other amendments shall be made to the terms and conditions of the Bonds, such as that the Company may not pay dividends or make any other value transfers to the shareholders before the final redemption date and that the amount per Bond to be redeemed at the final redemption date shall be 105 per cent of the nominal amount per Bond.
 
Only bondholders who are registered as holders of a one or several Bonds in the debt register kept by Euroclear Sweden AB at the record date 30 November 2023 are eligible to vote in the Written Procedure.

For a complete description of the proposed resolutions, please refer to the notice to the Written Procedure which is available at the website of DistIT AB.

In order for the changes to the terms and conditions to be approved by the Written Procedure a quorum of at least twenty per cent of the adjusted nominal amount must be achieved and a majority of at least 66 2/3 per cent of the adjusted nominal amount for which the bondholders reply in the Written Procedure must consent to the amendments of the terms and conditions. The result of the Written Procedure will be published on or about 13 December 2023, which is the last day of voting in the Written Procedure. A majority of holders of the Bonds have undertaken to vote in favor of the proposed resolutions by binding undertakings.

The notice to the Written Procedure, containing complete proposals and voting instructions, will be available at DistIT AB's website (www.distit.se) and will be sent out today to direct registered owners (Sw. direktregistrerad ägare) and registered authorized nominees (Sw. förvaltare) of the Bonds which as per 23 November 2023 were registered in the debt register kept by Euroclear Sweden AB. Any individual or company whose Bonds are held by a nominee must contact the nominee in order to participate in the Written Procedure.

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

ABG Sundal Collier AB acts as Financial Advisor in connection with the Written Procedure.

Forward-looking statements

This press release contains forward-looking statements that reflect DistIT AB’s current view of future events as well as financial and operational development.

Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect DistIT AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, DistIT AB does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.
 

DistIT announces final outcome in the company’s rights issue

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

On February 22, 2023, DistIT AB (publ) (“DistIT” or the “Company”) announced that the Board of Directors had resolved to carry out a fully secured issue of shares with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Board of Directors’ resolution on the Rights Issue was approved by an extraordinary general meeting held on March 21, 2023. Today, DistIT hereby announces that the final outcome of the Rights Issue shows that 19,590,485 shares, corresponding to approximately 139.5 percent of the Rights Issue, were subscribed for with and without subscription rights. Thus, the Rights issue is oversubscribed, and no shares have been allocated to guarantors. The guarantee commitments the Company has received in connection with the Rights Issue have been offered free of charge. The Rights Issue will provide the Company with proceeds of approximately SEK 98.3 million before deduction of issue costs.

Final outcome
A maximum of 14,040,466 shares were offered in the Rights Issue at a subscription price of SEK 7.00 per share. The result of the Rights Issue shows that 13,626,149 new shares, corresponding to approximately 97.0 percent of the Rights Issue, have been subscribed for with subscription rights. Additionally, 5,964,336 shares were subscribed for without subscription rights, corresponding to approximately 42.5 percent of the Rights Issue. The Rights Issue is thus oversubscribed, and no shares have been allocated to guarantors. The guarantee commitments the Company has received in connection with the Rights Issue have been offered free of charge. The Rights Issue will provide the Company with proceeds of approximately SEK 98.3 million before deduction of issue costs.

Notice of allotment
The allotment of the 414,297 shares subscribed for without subscription rights has been carried out in accordance with the allotment principles set out in the prospectus that has been prepared by the Company in connection with Rights Issue, which was published on March 23, 2023. As confirmation of allotment of shares subscribed for without subscription rights, a contract note will be sent on or about April 13, 2023. 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 shares and new shares
The last day of trading in paid subscribed shares (Sw. BTA) is expected to be on April 20, 2023. The shares subscribed for with and without subscription rights are expected to be registered with the Swedish Companies Registration Office on or about April 24, 2023, and are expected to begin trading on Nasdaq First North Premier Growth Market on or about April 24, 2023.

Number of shares and share capital
Following the Rights Issue, DistIT’s share capital will increase by SEK 28,080,932, from SEK 28,080,932 to SEK 56,161,864, and the number of shares in DistIT will increase by 14,040,466 new shares, resulting in the total number of shares increasing from 14,040,466 shares to 28,080,932 shares.

Advisors
Pareto Securities AB acts as Financial Advisor in connection with the Rights Issue. Advokatfirma DLA Piper Sweden KB acts as legal advisor to DistIT, and Baker & McKenzie Advokatbyrå KB acts as legal advisor to Pareto Securities AB in connection with the Rights Issue.

Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been prepared and published by the Company.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue 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 or completeness. Pareto Securities AB is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. Pareto Securities AB is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in DistIT AB. Any offer in respect of any of the Securities will only be made through the prospectus that DistIT AB expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.

In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of DistIT AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the United Kingdom who are not Relevant Persons.

This announcement does not constitute an investment recommendation. The price and value of Securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

This press release contains forward-looking statements that reflect DistIT AB’s current view of future events as well as financial and operational development.

Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect DistIT AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, DistIT AB does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

DistIT announces preliminary outcome of the company’s rights issue

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

DistIT AB (publ) (“DistIT” or the “Company”) announces that the preliminary outcome of the Company’s rights issue (the “Rights Issue”), for which the subscription period ended today, April 11, 2023, indicates that 13,626,149 shares, corresponding to approximately 97.0 percent of the offered shares, have been subscribed for with subscription rights in the Rights Issue. Additionally, 5,964,336 shares, corresponding to approximately 42.5 percent of the offered shares, have been subscribed for without subscription rights. In aggregate, the subscriptions by exercise of subscription rights and the applications for subscription without subscription rights correspond to approximately 139.5 percent of the offered shares. Thus, the preliminary outcome indicates that Rights Issue is oversubscribed, and no shares will be allocated to guarantors. The guarantee commitments the Company has received in connection with the Rights Issue have been offered free of charge. The Rights Issue will provide the Company with proceeds of approximately SEK 98.3 million before deduction of issue costs.

On February 22, 2023, DistIT announced that the Board of Directors of the Company had resolved on a rights issue of up to 14,040,466 shares at a subscription price of SEK 7.00 corresponding to approximately SEK 98.3 million, conditional on the approval of an extraordinary general meeting. On March 21, 2023, DistIT announced that the extraordinary general meeting resolved to approve the Rights Issue.

Preliminary outcome
The preliminary outcome indicates that 13,626,149 shares, corresponding to approximately 97.0 percent of the offered shares, have been subscribed for with subscription rights in the Rights Issue. Additionally, 5,964,336 shares have been subscribed for without subscription rights, corresponding to approximately 42.5 percent of the offered shares. Thus, the preliminary outcome indicates that the Rights Issue is subscribed to approximately 139.5 percent of the offered shares, with and without subscription rights. Consequently, the preliminary outcome indicates that the Rights Issue is oversubscribed, and that no shares will allocated to guarantors. The guarantee commitments the Company has received in connection with the Rights Issue have been offered free of charge. The Rights Issue will provide the Company with proceeds of approximately SEK 98.3 million before deduction of issue costs.

Notice of allotment
Those who have subscribed for shares without subscription rights will be allocated shares in accordance with the principles set out in the prospectus that has been prepared by the Company in connection with the Rights Issue, which was published on March 23, 2023. Notice of allotment to the persons who subscribed for shares without subscription rights is expected to be distributed on April 13, 2023. Subscribed and allotted shares shall be paid in cash in accordance with the instructions on the settlement note sent to the subscriber. Subscribers who have subscribed through a nominee will receive notification of allocation in accordance with their respective nominee's procedures. Only those who have been allotted shares will be notified.

Final outcome
The final outcome of the Rights Issue is expected to be published on April 12, 2023. The last day of trading in paid subscribed shares (Sw. BTA) is expected to be on April 20, 2023. The newly issued shares subscribed for with and without subscription rights are expected to be traded on Nasdaq First North Premier Growth Market as from April 24, 2023.

Advisors
Pareto Securities AB acts as Financial Advisor in connection with the Rights Issue. Advokatfirma DLA Piper Sweden KB acts as legal advisor to DistIT, and Baker & McKenzie Advokatbyrå KB acts as legal advisor to Pareto Securities AB in connection with the Rights Issue.

Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been prepared and published by the Company.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue 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 or completeness. Pareto Securities AB is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. Pareto Securities AB is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in DistIT AB. Any offer in respect of any of the Securities will only be made through the prospectus that DistIT AB expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.

In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of DistIT AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the United Kingdom who are not Relevant Persons.

This announcement does not constitute an investment recommendation. The price and value of Securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

This press release contains forward-looking statements that reflect DistIT AB’s current view of future events as well as financial and operational development.

Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect DistIT AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, DistIT AB does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

DistIT publishes prospectus in connection with the company’s rights issue

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

On February 22, 2023, DistIT AB (“DistIT” or the “Company”) announced that the Board of Directors resolved on an issue of shares of approximately SEK 98 million with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Board of Directors’ resolution on the Rights Issue was approved by the Extraordinary General Meeting held on March 21, 2023. A prospectus that has been prepared in connection with the Rights Issue has today, March 23, 2023, been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) (“SFSA”) and is available on DistIT’s website www.distit.se, as well as on Pareto Securities’ website www.paretosec.com.

Link to the prospectus: https://distit.se/wp-content/uploads/2023/03/DistIT-AB-Prospekt.pdf

Publication of the prospectus
Complete information about the Rights Issue is included in the prospectus that has been prepared by the Board of Directors of the Company and that today, March 23, 2023, has been approved by the SFSA. The prospectus is available on the Company’s website (www.distit.se) and on Pareto Securities’ website (www.paretosec.com). The prospectus will also be available on SFSA’s website (www.fi.se/sv/vara-register/prospektregistret/) within a few days.
The purpose of the Rights Issue is to ensure continued successful development in accordance with DistIT’s strategy and to provide sufficient resources for payment of the dividend resolved at the annual general meeting held on April 28, 2022, and to fulfill commitments under the terms of the Company’s outstanding bonds.
The subscription period will commence on March 28, 2023. Subscription forms for subscription without preferential rights will be available on the Company’s website and Aktieinvest FK AB:s website. Subscription for new shares without preferential rights can also be made with Swedish BankID or Nordic eID via www.aktieinvest.se/emission/distit2023.

Timetable for the Rights Issue

March 24, 2023 Record date for participation in the Rights Issue with preferential rights
March 28 – April 4, 2023 Trading in subscription rights
March 28 – April 11, 2023 Subscription period
April 11, 2023 Expected announcement of preliminary outcome of the Rights Issue
April 12, 2023 Expected announcement of final outcome of the Rights Issue

Advisors
Pareto Securities AB acts as Financial Advisor in connection with the Rights Issue. Advokatfirma DLA Piper Sweden KB acts as legal advisor to DistIT, and Baker & McKenzie Advokatbyrå KB acts as legal advisor to Pareto Securities AB in connection with the Rights Issue.

Important information
This press release and the information herein is not for publication, release or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa or any other state or jurisdiction in which publication, release or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus regarding the Rights Issue described in this press release has been prepared and published by the Company.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this announcement relating to the Rights Issue 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 or completeness. Pareto Securities AB is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Rights Issue or any other matter referred to herein. Pareto Securities AB is not liable to anyone else for providing the protection provided to their customers or for providing advice in connection with the Rights Issue or anything else mentioned herein.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in DistIT AB. Any offer in respect of any of the Securities will only be made through the prospectus that DistIT AB expects to publish in due course. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United States, Australia, Belarus, Hong Kong, India, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the benefit of a person who is registered in, these countries. The Company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.

In the EEA Member States, with the exception of Sweden (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of DistIT AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the United Kingdom who are not Relevant Persons.

This announcement does not constitute an investment recommendation. The price and value of Securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

This press release contains forward-looking statements that reflect DistIT AB’s current view of future events as well as financial and operational development.

Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect DistIT AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, DistIT AB does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company. Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.

The English text is an unofficial translation of the original Swedish text. In case of any discrepancies between the Swedish text and the English translation, the Swedish text shall prevail.

DistIT AB obtains consent from bondholders to amend the terms and conditions of its bonds

On February 22, 2023, DistIT AB (the "Company") announced that the Company has instigated a written procedure in order to obtain consent from holders of its senior unsecured callable floating rate bonds with ISIN SE0015949359 (the "Bonds") to certain amendments to the terms and conditions of the Bonds.

The Company hereby announces that the required quorum was obtained in the written procedure and that the required majority of the votes cast in the written procedure were in favour of the proposal (61 percent of the bondholders were present, all in favour of the proposal).

In short, the amendments to the terms and conditions of the Bonds entail:

  • that the proceeds of the rights issue resolved by the Company shall be added to EBITDA to determine whether the payment of the dividend that was resolved by the 2022 Annual General Meeting is permitted under the terms and conditions of the Bonds; and
  • that holders of Bonds representing at least 10 % of the adjusted nominal amount may at any time require that 20 % of the total aggregate nominal amount is redeemed on 19 February 2024. However, such request can be made no later than 10 business days prior to 19 February 2024.

The amended terms and conditions of the Bonds are in force from today's date, March 15, 2023.

Furthermore, the Company has received the waiver (of exercise of rights under the terms and conditions of the Bonds) which is necessary for the remaining part of the earn-out consideration that may be paid to the seller of EFUEL, Redstone Investment Group SA, to be deferred together with the issuance of the promissory note of approximately SEK 12.2 million of the earn-out consideration.

On April 28, 2023, the Company will pay a consent fee to the bondholders corresponding to one percent of the total aggregate nominal amount to be distributed pro rata. The record date, on which a bondholder must hold one or more Bonds to obtain the consent fee, is April 21, 2023.

The amended terms and conditions of the Bonds will be available on the Company's website www.DistIT.se.