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.

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.

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

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.

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

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

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

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

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.

DistIT resolves on a fully secured rights issue of app. SEK 98 million, initiates a written procedure for its bond and enters into an amendment agreement regarding the earn-out consideration for EFUEL

In order handle the unfavorable external factors that have affected DistIT AB (“DistIT” or the “Company”) and its customers, the board of directors and management have taken a series of improvement measures. In addition to cost rationalizations, these measures relate to managing the terms of the Company's outstanding bonds, the earn-out related to EFUEL and the resolved dividend, which effectively cannot be revoked. The measures have entailed that several of DistIT's largest shareholders, bondholders and Redstone Investment Group SA, former owner of EFUEL, have acted with the aim of strengthening the Company in the long term and enabling a return to profitable growth. The terms of the Rights Issue have been set to improve the participation rate and avoid costs related to guarantee compensation. The Rights Issue of approximately SEK 98 million is fully secured by way of subscription commitments from several of the Company's largest shareholders as well as a guarantee commitment from Athanase Industrial Partners, provided free of charge.

The Board of Directors of DistIT has resolved on a fully secured new issue of shares corresponding to approximately SEK 98 million with preferential rights for the Company’s existing shareholders (the “Rights Issue”). The Rights Issue is subject to approval by an extraordinary general meeting, to be held on March 21, 2023 (the “EGM”). The notice to the EGM will be announced through a separate press release. The Company has also entered into an amendment agreement regarding the payment of the earn-out consideration payable to the seller of EFUEL, entailing that the due date for payment of the earn-out consideration is postponed. Furthermore, the Company has also instigated a written procedure with a view to amending certain aspects of the terms and conditions for its outstanding bonds (the ”T&Cs”). In connection with the Rights Issue, the Board of Directors has resolved to postpone the publication of the Company’s interim report for the period January – March 2023 and the date for the Company’s Annual General Meeting, both to May 15, 2023.

The Rights Issue in brief

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.
Those who on the record date March 24, 2023, are registered as shareholders in DistIT and are eligible to participate in the Rights Issue will receive one (1) subscription right for every existing share. One (1) subscription right will carry an entitlement to subscribe for one (1) new share, i.e., a subscription ratio of 1:1.
The subscription period will run from and including March 28, 2023 up to and including April 11, 2023. The Board of Directors has the right to extend the subscription period and the time for payment, which, if applicable, will be announced by the Company via press release no later than April 11, 2023.
The subscription price has been set to SEK 7.00 per share which corresponds to a discount of approximately 61.9 percent to the theoretical ex-rights price, based on the closing price on February 21, 2023.
The subscription rights will be traded on Nasdaq Stockholm during the period March 28, 2023 – April 6, 2023.
Assuming that the Rights Issue is fully subscribed, the Company will receive issue proceeds of approximately SEK 98.3 million before deduction of issue costs.
The Rights Issue comprises a maximum of 14,040,466 shares and will, if fully subscribed, increase DistITs share capital by SEK 28,080,932 from the current SEK 28,080,932 to SEK 56,161,864. After the Rights issue, the number of shares in DistIT will amount to not more than 28,080,932 shares.
Shareholders who do not participate in the Rights Issue will have their ownership diluted by up to 50 percent, but will have the possibility to compensate themselves for the dilution by selling their subscription rights.
Existing shareholders, Athanase Industrial Partners, Redstone Investment Group SA, Ribbskottet AB, Måns Flodberg, as well as the Company’s CEO, Robert Rosenzweig, have undertaken to subscribe for their respective pro rata share of the newly issued shares, representing approximately 50.4 percent of the Rights Issue and corresponding to approximately SEK 49.6 million.
Athanase Industrial Partners has undertaken to guarantee approximately SEK 48.7 million, corresponding to approximately 49.6 percent of the Rights Issue, free of charge. Consequently, the Rights Issue is secured in its entirety.
The Board of Directors’ resolution on the Rights Issue is subject to approval by the EGM, to be held on March 21, 2023.

The complete terms for the rights issue and information regarding DistIT will be presented in the prospectus regarding the Rights Issue, which will be published on or around March 23, 2023.

DistIT’s CEO Robert Rosenzweig comments: “The challenging global situation has had an unfavorable impact on DistIT's sales and profitability, where lead times, shipping prices, customers' inventory build-up and a weakened Swedish currency have contributed to the development. However, we see that changed market conditions would bring significant opportunities to bring us back to our growth path and our ambitious goals. I would like to thank our shareholders and other stakeholders who have shown their support and contributed to the opportunity to develop the business with greater certainty”.

Background and rationale

The past year has been characterized by a challenging business climate, including the aftermath of Covid, rising inflation and interest rates, and uncertainty among customers and consumers as a result of Russia's invasion of Ukraine. Overall, revenue and margins have not corresponded to the Company's set goals. As a result, there has been a breach of covenants under the T&Cs of the Company’s bonds. Furthermore, a need for additional capital has arisen regarding the resolved dividend, the earn-out related to EFUEL and the Company’s continued development. Therefore, the management and the board of directors, together with the Company's major stakeholders, have carried out valuable work to reach a solution that strengthens DistIT in the long term.

The solution has been jointly developed and gives the Company financial room to continue to develop and grow. The Rights Issue of approximately SEK 98 million enables payment of the resolved dividend and continued operation and development of the business. The subscription price has been decided in consultation with the Company’s largest shareholders. Existing shareholders have committed to support the Company through subscription commitments. Additionally, Athanase Industrial Partners have undertaken to guarantee the remainder of the Rights Issue free of charge.

Several of DistIT’s stakeholders have accepted amended terms for relevant financial undertakings to improve the Company’s financial position. Redstone Investment Group SA, the second largest shareholder in DistIT, accepts to postpone the payment of the earn-out related to the acquisition of EFUEL, from 2023 to 2025. Bondholders representing approximately 43 percent of outstanding bonds have confirmed their acceptance of the Rights Issue and other measures as appropriate for the bonds to mature as planned by 2025. The dividend resolved upon at the annual general meeting, April 28, 2022, which cannot be revoked for practical legal reasons, will be financed through the Rights Issue

Measures to reduce the Company’s working capital have been taken, and cost savings are being implemented which are deemed to improve the margin profile sufficiently, even if the business climate remains challenging for a longer period. When market conditions improve, the Company assesses that the conditions are favorable for a return to sales growth and a superior better profile. This, together with the cost rationalizations implemented and gradually affecting profits, lays the foundation for a potentially significant improvement in profitability in the coming years.

In order to ensure continued successful development in accordance with DistIT's strategy and to provide room for payment of the resolved dividend and to fulfill financial covenants under the terms of the Company's Bonds, the board has resolved on the Rights Issue.

Assuming that the Rights Issue is fully subscribed, DistIT will receive total proceeds of approximately SEK 98.3 million, before deduction of issue costs, which are expected to amount to approximately SEK 7.0 million. Further, Redstone Investment Group SA will pay the subscription price through set off against a claim corresponding to approximately SEK 12.2 million. The net proceeds from the Rights Issue thus amount to approximately SEK 79.0 million. The Company intends to use the net proceeds from the rights issue in the following areas of use, which are presented in order of priority:

Payment of dividends to shareholders, resolved by the Annual General Meeting on April 28, 2022, in the approximate total amount of SEK 28.1 million (approximately 35.5 percent).
General corporate purposes, including product development (approximately 64.5 percent).

Terms of the Rights Issue

The Board of Directors’ resolution on the Rights Issue is subject to approval by the EGM, to be held on March 21, 2023. The notice to the EGM will be announced through a separate press release. Existing shareholders, representing approximately 50.4 percent of the total shares and votes in the Company, have undertaken to vote in favor of the Rights Issue at the EGM.

The record date for the right to participate in the Rights Issue is March 24, 2023. The last day of trading in DistITs shares inclusive of the right to participate in the Rights Issue is March 22, 2023.

In connection with the Rights Issue, the Company will undertake not to issue additional shares for a period of six months after the settlement of the Rights Issue, without the prior written consent of Pareto Securities AB, which consent shall not be unreasonably withheld. The undertaking does not apply to implementation of incentive plans on market terms or share issues of up to in aggregate 20 percent of the total number of shares in the Company following the Rights Issue to finance acquisitions of companies, businesses or assets, nor does it apply to earn-out considerations related to such acquisitions or to shares that are issued or sold in order to honor already issued options, warrants or similar rights when they fall due. Pareto Securities AB may thus grant exemptions from the obligation not to issue additional shares.

The Board of Directors has resolved to postpone the publication of the Company’s interim report for the period January – March 2023 and the Annual General Meeting to May 15, 2023. The previously communicated date was April 27, 2023.

The Annual General Meeting held on April 28, 2022, resolved, in accordance with the proposal of the Board of Directors, to distribute profits to the shareholders through a cash dividend of SEK 2.00 per share. The Board of Directors was authorized to determine the record date for the dividend. The Board of Directors will set the record date for the right to receive dividend on or about April 20, 2023, and in any event before the shares issued in the Rights Issue are registered with the Swedish Companies Registration Office. This means that shares issued in the Rights Issue will not be receiving any dividend resolved upon at the Annual General Meeting held on April 28, 2022. A separate announcement will be made once the record date to receive the dividend been resolved by the Board of Directors.

In the event that not all shares are subscribed for under subscription rights, the Board of Directors shall, within the maximum amount of the Rights Issue, resolve on allotment of shares without subscription rights. Allotment will then take place in the following order of priority: firstly, allotment shall be made to those who subscribed for shares with the support of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, pro rata in relation to the number of subscription rights exercised for subscription and, to the extent that this cannot be done, by drawing lots; secondarily, allotment shall be made to others who have signed up for subscription without subscription rights. In the event that they cannot receive full allotment, allotment shall be made pro rata in proportion to the number of shares subscribed for by each and, to the extent that this cannot be done, by drawing lots; and in the third and final stage, any remaining shares shall be allotted to the parties who have guaranteed the Rights Issue, in relation to the guarantee commitments made and, to the extent that this cannot be done, by drawing lots.

Subscription and guarantee commitments

The Rights Issue is fully secured through subscription and guarantee commitments.

Existing shareholders, Athanase Industrial Partners, Redstone Investment Group SA, Ribbskottet AB, Måns Flodberg, as well as the Company’s CEO, Robert Rosenzweig, have undertaken to subscribe for their respective pro rata part of shares in the Rights Issue, representing approximately 50.4 percent of the Rights Issue and corresponding to approximately SEK 49.6 million. Redstone Investment Group SA will pay the subscription price through set off against the claim on the SEK 12.2 million of the earn-out consideration that Redstone Investment Group SA is entitled to.

Athanase Industrial Partners has undertaken to guarantee approximately 49.6 percent of the Rights Issue, corresponding to approximately SEK 48.7 million. Consequently, the Rights Issue is secured in its entirety.

The subscription and guarantee commitments are provided free of charge. The subscription and guarantee commitments are not secured by bank guarantee, escrow funds, pledging or similar arrangements.

Athanase Industrial Partners has been granted an exemption by the Swedish Securities Council from the mandatory bid obligation in the event that Athanase Industrial Partners' shareholding in DistIT by fulfilling its subscription and/or guarantee commitment would equal or exceed 30 percent of the votes in the Company. A condition for the Swedish Securities Council's decision to grant Athanase Industrial Partners an exemption from the mandatory bid obligation due to fulfilment of the guarantee undertaking is that the resolution on the Rights Issue is approved by shareholders holding not less than two-thirds of both the votes cast and the shares represented at the EGM, excluding the shares held and represented by Athanase Industrial Partners and that the shareholders ahead of the EGM are informed of the maximum number of shares and votes Athanase Industrial Partners may hold if it subscribes for shares with the support of the guarantee.

Preliminary timetable for the Rights Issue

The below timetable for the Rights Issue is preliminary and may be adjusted.

March 22, 2023	Last day of trading including the right to receive subscription rights
March 23, 2023	First day of trading without the right to receive subscription rights
March 23, 2023	Publication of the prospectus
March 24, 2023	Record date for participation in the Rights Issue with preferential rights
March 28 – April 6, 2023	Trading in subscription rights
March 28 – April 11, 2023	Subscription period
April 11, 2023	Announcement of preliminary outcome of the Rights Issue
April 12, 2023	Announcement of final outcome of the Rights Issue

Amendment agreement regarding the earn-out consideration relating to the acquisition of EFUEL

In connection with the Rights Issue, the Company has entered into an amendment agreement regarding the payment of the potential earn-out consideration payable to the seller of EFUEL. According to original agreement, an earn-out of SEK 140 million was to be paid when EFUEL presented a gross profit of SEK 70 million on a rolling twelve month basis. According to the amendment agreement, approximately SEK 127.8 million of the earn-out consideration shall fall due two years after the earn-out consideration has been determined. However, the earn-out consideration will not fall due before the earlier of the date when the Company's outstanding bonds has been fully repaid or June 16, 2025. The remaining approximately SEK 12.2 million of the earn-out consideration shall be payable in connection with execution of the amendment agreement through the issuance of a promissory note. The seller has undertaken to subscribe for shares corresponding to approximately SEK 12.2 million in the Rights Issue and pay the subscription price through set off against the claim on the approximately SEK 12.2 million of the earn-out consideration. Further, the seller of EFUEL shall be entitled to an interest corresponding to SEK 10 million due to the payment of the earn-out consideration being postponed. The interest shall fall due when the remaining part of the earn-out consideration falls due.

Senior Unsecured Callable Floating Rate Bonds due 2025 (the ”Bonds”)

As there has been a breach of the covenants under the T&Cs of the bonds in that the Company does not maintain a ratio between net debt and EBITDA greater than 4.0x. In accordance with the T&Cs, the Company has 60 calendar days from February 22, 2023, to remedy this failure. The net proceeds from the Rights Issue will therefore also be used to remedy the breach.

In connection with the Rights Issue, the Company will also instigate a written procedure with a view to amending certain aspects of the T&Cs and to obtain certain waivers and consents from the holders of the Bonds. More particularly, in connection with the written procedure the Company is looking to achieve the following in relation to the Bonds:

Obtain the waivers necessary for the Company’s deferring the remaining part of the earn-out consideration due to the seller of EFUEL, Redstone Investment Group SA and to the issuance of the promissory note of approximately SEK 12.2 million, in each case as described in more detail above; and
Obtain consent from the holders of the Bonds to the proceeds of the Rights Issue being added to EBITDA in determining whether the payment of the dividend declared at the annual general meeting in 2022 is permitted under the T&Cs.

Adoption of the Company’s proposals requires that holders of 2/3 of Bonds represented in the written procedure vote in favor of the proposals. A quorum is constituted by at least 20 percent of the total outstanding nominal amount of the Bond providing replies in the written procedure.

The Company has secured voting undertakings from holders of Bonds representing SEK 128.5 million, approximately 43 percent, of the outstanding nominal amount of the Bonds to reply in favor of the Company’s proposals in the written procedure. In securing these undertakings, it has been agreed to amend the T&Cs so that if holders of Bonds representing at least 10 percent of the nominal amount so require, at least 20 percent of the nominal amount of the Bonds shall be redeemed no later than February 24, 2024. In this connection, the Company has also agreed to pay a one-off fee of SEK 3 million to be distributed to the holders of Bonds on a pro rata basis.

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

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.

EFUEL intends to launch distribution operations within the electric car infrastructure market in Norway by establishing subsidiary in Norway.

DistIT AB's wholly owned subsidiary EFUEL has studied the market and assesses that there are opportunities for a profiled niche distributor within the electric car infrastructure market with strong customer support for the installers and with attractive software solutions for the end customers.

Therefore, EFUEL intends to launch distribution operations within the electric car infrastructure market in Norway. EFUEL intends to enter into supplier agreements with leading local actors within the electric car infrastructure market in Norway and form a subsidiary in Norway where EFUEL will become the majority owner. The remaining shares in the Norwegian subsidiary will be owned by the employees of the Norwegian subsidiary. EFUEL will have the right to buy out the minority owners after a certain period of time.

The commercial strategy of the distribution operations shall be to focus on selling products and software services to corporate customers (B2B) and to target, among others, electrical installers, electricity companies, real estate companies and retailers.

The Norwegian subsidiary will distribute the same type of products and software services as its parent company EFUEL, including charging boxes, charging cables, equalizers and other accessories for charging boxes. The Norwegian subsidiary is expected to be formed during the second quarter of 2023. Binding agreements with the other shareholders are expected to be entered into during the same period. EFUEL's intention is to commence sales operations in the subsidiary during the second quarter of 2023.

EFUEL signs nationwide collaboration agreement with MECA and Mekonomen

EFUEL is a DistIT-owned company specialising in EV charging solutions who have recently signed a nationwide collaboration in Sweden with Mekonomen Company. Amongst else, Mekonomen Company operates MECA and Mekonomen, who will now be able to serve customers at approximately 170 stores across the country with the market-leading Easee charging box in a package solution.

– We are proud to offer a complete EV-charging solution through MECA and Mekonomen’s stores in combination with our partner installers. We can now improve our market reach and enable even more people to charge their vehicles in a hassle-free way, says Rasmus Bender, CEO of EFUEL.

The number of electric vehicles on Swedish roads has continued to increase in 2022; a trend that is predicted to continue in the coming years. As early as 2023, every other new car will be an electric vehicle, and by 2035 all new cars sold must be electric, according to the EU’s latest directive.

– We are happy to meet the growing need for charging products together with a nationwide supplier. Through the collaboration with EFUEL, we can now create increased accessibility for thousands of people and help facilitate the switch to electric vehicles, says Henry Elfgren Alséus, Sourcing and Product Development Manager at Mekonomen Company.

About EFUEL
EFUEL was founded in 2019 to facilitate the transition to fossil-free car ownership. With a continuous growth and market share in Sweden of around 30%, EFUEL has established itself as one of the leading specialists in electric car charging. EFUEL is an official supplier of charging boxes from the Norwegian brand Easee and Wallbox. Through the nationwide network of installers, the company can accommodate installations of electric car chargers for private customers throughout Sweden and Finland.

About Mekonomen Company
Mekonomen Company is part of the MEKO Group which consists of Northern Europe’s leading car servicing chains with their own wholesale operations, more than 600 stores, and 4,300 workshops, which operate under the group’s brands. They offer a wide and easily accessible range of affordable and innovative solutions and products for workshops and car owners.

EFUEL signs an agreement with Wallbox

EFUEL is a DistIT-owned company specializing in EV charging solutions. EFUEL’s partnership with Wallbox ultimately means that the Wallbox product range will be added to EFUEL’s assortment in both Sweden and Finland.

STOCKHOLM, October 27, 2022 – Wallbox, a leading supplier of charging solutions for electric vehicles, signs a cooperation agreement with EFUEL, one of Sweden's leading distributors of electric car chargers.

EFUEL has an extensive network of installers who sell electric car chargers and installations all over Sweden and Finland. EFUEL is also considered to be one of the leading specialists in electric car charging in Sweden with a strong focus on facilitating the transition to fossil-free car ownership. The new collaboration with EFUEL ensures that Wallbox products are available to both Swedish and Finnish consumers and companies that need to charge their electric cars in a smart and convenient way.

The introduction of Wallbox is a significant step in EFUEL successful strategy to continually develop the range with the right products. By listening to the market and its extensive network of installers, EFUEL has found that Wallbox is the right partner to cover the increasing need for charging stations.

An electrifying new addition to the range is the bidirectional charger Wallbox Quasar, which was engineered to transform electric vehicles into powerful energy sources. The bidirectional charging technology lets you charge and discharge your EV, allowing you to power your home or the grid with your car battery.

These functions make it possible to use the car's battery both to buy electricity when it is cheapest and to charge with solar energy. In this way, our customers get a unique opportunity to ensure the future need for energy in the home.

By broadening the range with Wallbox's popular products, EFUEL will further strengthen its market competitiveness within the EV charging market. This collaboration also means that EFUEL will offer competitive chargers for public charging; the Wallbox DC charger Supernova of 130 KW/H and Hypernova of 350 KW/H.

“It is with great pleasure that we (EFUEL) are finally able to add Wallbox to our product assortment! We’ve had Wallbox in our scope for quite some time and have increasingly recognized what a perfect complement the Wallbox product range would be to our existing assortment. Via Wallbox we are now enabling both solar- and V2G charging; an essentiality in the transition to renewable energy dependency at home. What is more, I am also deeply impressed with Wallbox as a company and the ambition that we both share in making it easy for the consumer to be sustainable. With Wallbox in our product assortment we will continue to pursue our vision of being at the forefront of creating a future in which the usage, and storage, of renewable energy remain the catalyst for change”, says Rasmus Bender, founder and CEO of EFUEL

Wallbox invests globally in several areas within electric car charging such as software for smart energy management and innovations in bidirectional charging for the home. The company's products aim to simplify the daily life of electric car drivers, i.a. by being able to charge the electric car with its own solar cells or when electricity is cheapest. Wallbox develops products both for private individuals and semi-public environments, such as housing associations and communities, companies, and public parking lots.

For more information about DistIT, please contact:
Robert Rosenzweig, CEO DistIT
Phone: +46 70 768 50 42
Email: robert.rosenzweig@distit.se

For more information about EFUEL, please contact:
Rasmus Bender, CEO & Founder EFUEL
Mobil: +46 72 323 48 68
Email: rasmus.bender@efuel.se

About EFUEL
EFUEL is a scale-up company specializing in EV charging solutions. With a market share of approximately 30%, EFUEL has become one of the leading companies in Sweden within the field. In 2022 EFUEL entered the Finish market; in which they have quickly gained a significant market share. Through a widespread network of electricians, EFUEL can accommodate the entirety of the current active markets with the best EV charging solutions. In line with EFUELs expansive strategy, an own brand of accessory products was launched in 2021. EFUEL also offers extensive software services for customers who want to charge at home, at work and along the road.

EFUEL was founded in 2019 by a team of like-minded individuals who all shared a passion for sustainability and green energy. Today, the company has around 30 employees and the headquarters remain firmly in Stockholm, Sweden.

For more information, visit www.efuel.se

Nomination Committee for DistIT AB prior to the Annual General Meeting 2023

DistIT's work with corporate governance follows the Swedish Code of Corporate Governance. In accordance with the principles for the Nomination Committee's work, resolved and adopted at the Annual General Meeting of 20 April 2020, we hereby notify that DistIT's Nomination Committee for the 2023 Annual General Meeting is composed to include Anders Bladh (appointed by and representing Ribbskottet AB), Sven Thorén (appointed by and representing Athanase Industrial Partner), Rasmus Bender (appointed by and representing Redstone Investment Group SA) and Stefan Charette (Chair of the Board of Directors of DistIT AB).

The Nomination Committee represents more than 45% of the number of shares and votes in DistIT AB. Sven Thorén, Anders Bladh, and Rasmus Bender are representatives of the three largest shareholders in terms of votes, each with more than ten percent of the shares and votes, and Stefan Charette is the Company's Chair of the Board. The Nomination Committee represents broad experience of working on boards and in nomination procedures. Sven Thorén has been appointed Chair of the Nomination Committee.

The Nomination Committee will prepare proposals for the 2023 Annual General Meeting with relation to:

election of the Chair of the General Meeting.
election of the Board of Directors and Chair of the Board.
election of auditor.
remuneration and fees to the Board of Directors and auditors.

Shareholders who wish to get in touch with, and submit proposals to, the Nomination Committee shall do so to:

Sven Thorén, telephone +46 706 17 00 67, or via email sven.thoren@athanase.se.
Stefan Charette, telephone +46 739 94 70 79, or via email charette@athanase.se.

In order for proposals for members to be considered prior to the 2023 Annual General Meeting, proposals shall have been received no later than Thursday, 2 February 2023. Shareholders who wish to have a matter considered at the 2023 Annual General Meeting shall submit such a proposal to the Chair of the Board, Stefan Charette, well in advance of the announcement of the Annual General Meeting, which is expected to be published in mid-March 2023.

For further information please contact:

Sven Thorén, Chair of the Nomination Committee, telephone +46 706 17 00 67, or via email sven.thoren@athanase.se.
Stefan Charette, Chair of the Board of Directors of DistIT AB, telephone +46 739 94 70 79, or via email charette@athanase.se.

Merger between Aurora Group and Deltaco – forming Aurdel

Two of the Nordics' largest distributors, Deltaco and Aurora Group, both owned by DistIT AB, have until now operated in parallel with a focus on various main Nordic markets. These two companies are now merging to form the new company Aurdel.

The purpose of the merger of the two DistIT-owned companies is to create a new, stronger company with an expanded range as well as smarter service offerings and logistics solutions. In total, Aurdel offers over 30,000 products, including own brands such as DELTACO and L33T Gaming. Among Aurdel's B2C and B2B customers are several major retailers such as Elgiganten, Dustin, Komplett and Media Markt. Sales take place both in physical stores and in digital channels, such as e-tailers and other digital marketplaces.

”We foresee that we have everything to gain by merging these two large Nordic players. In addition to scalability, it means a common supply and warehouse, smart logistics solutions and an enormous competence that is now being gathered. In this way, we can reach more customers and create even better, faster and smoother customer experiences as well as technical solutions around the Nordics and also in the Baltics”, says Martin Gutberg, CEO at Aurdel.

With Aurdel, DistIT increases its market share in the Nordic market significantly. In 2021, Deltaco and Aurora had a combined turnover of approximately SEK 1.9 billion.

Martin Gutberg continues:
”Aurdel will be a good platform for growing organically and we are at the same time well equipped to meet the market fluctuations. We have the capacity and conditions to help various customers with several different types of problems in a simple way. With Aurdel, we will be an incredibly strong player.”

Right from the start, Aurdel will offer existing and new customers greater value in the form of improved customer experience, faster service, and smarter logistics solutions. Through a combined product range, a better business system and a common warehouse, the ambition is to eventually grow to become the market-leading business partner in Europe, with a particular focus on the Nordics and the Baltics.

About Aurora Group
With more than 100 years of experience, and activities in 10 countries, Aurora Group was a leading technology partner in the Nordics known for its concepts, services, qualified employees, and excellent execution – a perfect partner in building your electronics business and brand.

About Deltaco
Founded in Sweden in 1991 and represented in all Nordic countries with more than 150 employees, Deltaco specialized in the import and distribution of all things tech – bringing the best products from B2B and B2C.

About Aurdel
Aurdel is a part of DistIT Group, a fast-moving, market-leading group of distributors – all specialists and front-runners within technology. DistIT acquires and develops niche distributors within IT, mobility e-charge, audio, home electronics, networks, data communication, and AV products in Europe.