Solteq updates the amendment proposals to the noteholders in the ongoing written procedure to amend the terms and conditions of its Notes due 1 October 2026
Stock Exchange Release
Other information disclosed according to the rules of the Exchange
September 14, 2026, at 2:00 p.m. EEST
Solteq Plc (the “Company”) has decided to update the proposal to the noteholders in the written procedure commenced on 24 August 2026 in accordance with the terms and conditions (the “Terms and Conditions”) of its senior unsecured fixed rate notes (ISIN: FI4000442264) (the “Notes”) to amend the Terms and Conditions of the Notes (the “Written Procedure”). The outstanding amount of the Notes is EUR 18,740,000. The amendment is being made on the basis of discussions held with the Noteholders.
The Written Procedure is being conducted in accordance with the terms and conditions described in the notice to the noteholders (the "Noteholders") dated 24 August 2026 (the "Request"), as supplemented by this stock exchange release. The capitalised English terms used in this release shall have the same meaning as in the Request.
In addition to extending the Final Maturity Date until 1 April 2029 as set out in the Request, the Terms and Conditions would be amended so that the redemption price applicable to Voluntary Total Redemptions would increase on a stepwise basis as follows: (i) the current redemption price of 104 per cent of the Nominal Amount would continue to apply until (and including) 1 October 2027; (ii) from 2 October 2027, the redemption price would increase to 106 per cent of the Nominal Amount; and (iii) from 2 October 2028 until the extended Final Maturity Date, the redemption price would increase to 108 per cent of the Nominal Amount. The redemption price at the extended Final Maturity Date would also be amended from 104 per cent to 108 per cent of the Nominal Amount.
The Company expects that the updated terms, together with published and ongoing measures to achieve cost savings and improve its profitability, will provide it with a good opportunity to refinance the Notes. The increased redemption price is intended to provide the Noteholders with enhanced compensation for the extended maturity and to incentivise the Company to refinance the Notes as early as possible.
As compensation for the Noteholders voting to approve the Request, the Company will offer the Noteholders a Consent Fee of 1.00 per cent (the “Consent Fee”) for the Nominal Amount of the Notes held by each Noteholder for which such Noteholder votes in favour of the Request. The Consent Fee will be paid to those Noteholders from whom Nordic Trustee Oy (the “Noteholders’ Representative”) has received a valid Voting Form in favour of the Request by the Final Response Time. The payment of the Consent Fee is subject to the Request being approved by a requisite majority of the Noteholders participating in the Written Procedure. The improved terms apply to all Noteholders, including those who have already cast their votes, and it is therefore not necessary for a Noteholder that has already voted in favour of the Request to re-submit its vote. Noteholders who (i) do not vote; (ii) vote in favour of the Request but after the Final Response Time; or (iii) vote against the Request, will not be eligible to receive the Consent Fee.
Pursuant to the Terms and Conditions of the Notes, a quorum in respect of the Written Procedure only exists if Noteholders participating in the Written Procedure in respect of the Request hold at least 50 per cent of the Adjusted Nominal Amount of the Notes. The Request will be approved if at least two-thirds (2/3) of the votes cast in the Written Procedure vote in favour of the Request.
The right to participate in the Written Procedure is open to persons who were Noteholders on 27 August 2026 (the “Record Date”). Voting forms must be sent to the Noteholders’ Representative by e-mail, post or courier to the address below so that the voting form is received no later than 17 September 2026 at 3.00 p.m. Finnish time (the “Final Response Time”).
The Noteholders are advised to read the Request carefully for further details and information about the Request and the procedures for participating in the Written Procedure. The terms and conditions of the Written Procedure are fully described in the Request, which has been delivered to the Noteholders by the Noteholders’ Representative.
If the Request is not accepted in the Written Procedure, the Terms and Conditions of the Notes will remain unchanged. The Notes have been listed on the official list of Nasdaq Helsinki Ltd since 5 October 2020 under the trading code “STQJ600024”.
Further information
CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail: aarne.aktan@solteq.com
CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
E-mail: mikko.sairanen@solteq.com
Distribution
Nasdaq Helsinki
Key media
Solteq in brief
Solteq is a Nordic software solution and expert service provider specializing in retail and energy sectors and needs related to e-commerce. The company operates with approximately 400 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.
Disclaimer
This announcement is for information purposes only and neither this announcement nor the Request constitutes an invitation to participate in the Written Procedure in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution or publication of this announcement or of the Request in certain jurisdictions may be restricted by law and persons into whose possession this announcement or the Request come are required by the Company to inform themselves about, and to observe, any such restrictions.
If any Noteholder is in any doubt as to the contents of this announcement, the Request or the action it should take, such Noteholder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, legal counsel, accountant or other appropriately authorised independent financial adviser.
The Written Procedure is only being made outside the United States. Neither this announcement nor the Request is an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, unless an exemption from the registration requirements of the Securities Act is available.