Solteq

Solteq Plc
Stock Exchange Bulletin
Managers' Transactions
December 3, 2024, at 10:30 a.m.

Person subject to the notification requirement
Name: Great Expectations Capital Oy
Position: Member of the Board/Deputy member
(X) Legal person  (1):Person Discharging Managerial Responsibilities In Issuer
Name: Aarne Aktan
Position: Chief Executive Officer
Issuer: Solteq Oyj
LEI: 743700HXWTM31ZHBXW13
Notification type: INITIAL NOTIFICATION
Reference number: 86649/5/6
____________________________________________

Transaction date: 2024-11-29
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION 

Transaction details
(1): Volume: 1365 Unit price: 0.61 EUR 
(2): Volume: 4000 Unit price: 0.5917 EUR 

Aggregated transactions (2): 
Volume: 5365 Volume weighted average price: 0.59636 EUR
____________________________________________

Transaction date: 2024-12-02
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009007991
Nature of transaction: ACQUISITION 

Transaction details
(1): Volume: 4576 Unit price: 0.609 EUR 
(2): Volume: 5424 Unit price: 0.61 EUR 
(3): Volume: 19000 Unit price: 0.6198 EUR 

Aggregated transactions (3): 
Volume: 29000 Volume weighted average price: 0.61626 EUR

Solteq Plc

Distribution

Nasdaq Helsinki
www.solteq.com

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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Changes board/management/auditors
November 26, 2024, at 3:00 p.m. EET

Solteq Plc's EVP of Retail & Commerce and a member of the Executive Team, Jesper Boye, has announced his resignation today. He will leave his current duties as the head of the Retail & Commerce segment immediately, but he will continue with the company until the end of 2024. The Board of Directors of Solteq Plc has assigned the interim leadership of the Retail & Commerce segment to the company's CFO, Mikko Sairanen. He will assume the new responsibilities immediately alongside his current duties. The company will commence the search for a new EVP for Retail & Commerce.

"The Retail & Commerce segment has undergone a significant transformation over these past couple of years, and it has been an honor leading the organizational change and being part of the huge turnaround. However, it is time for the next phase. I want to express my gratitude to our partners, customers, colleagues, my own management team, and everyone at Solteq for their commitment and outstanding collaboration," summarizes Jesper Boye.

"I want to thank Jesper for his contributions as the EVP of the Retail & Commerce segment. Jesper has been extremely committed to developing the company through difficult times, and his efforts have been valuable," thanks Solteq's CEO, Aarne Aktan.

Solteq Plc' Executive Team consists of the following members as of November 26, 2024: 

Aarne Aktan, CEO, EVP of the Utilities segment;
Mikko Sairanen, CFO, Interim EVP of the Retail & Commerce segment;
Oona Silén, VP of People and Culture;
Christa Tavan, Director of Marketing and Communications.

Espoo, November 26, 2024

Solteq Plc

Distribution:
Nasdaq Helsinki
Key media
www.solteq.com

Further information:
CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@solteq.com

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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Inside Information
November 18, 2024, at 09:20 a.m. EET 

On November 18, 2024, Solteq Denmark A/S, the Danish subsidiary of the Solteq Group, signed a business transfer agreement under which the business based on healthcare software solutions will be sold to Confirma Software (the "Transaction"). The net debt-free purchase price of the business is EUR four (4) million. The purchase price will be paid upon completion of the Transaction. The purchase price will be paid in cash.

The Transaction is estimated to be completed by the end of 2024 but no later than the first quarter of 2025. It is subject to customary closing conditions.

In the financial year 2023, the revenue of the transferring business was EUR 1.8 million. At the closing of the Transaction, all assets and liabilities related to the business being sold are transferred to the buyer, except for accounts receivable and accounts payable.

"The business based on healthcare software solutions fully focuses on the Danish market and local practices. Our healthcare software has a strong foothold in the market. The business transaction is a logical continuum to enhance our focus on selected solutions and expert services in the energy sector, retail industry, and ecommerce. Confirma Software is a Nordic company specializing in industry-specific software solutions and a natural choice for continuing our healthcare software business and provides a good growth platform for the transitioning business and our experts," says Aarne Aktan, the CEO of Solteq Plc.

The Transaction consists of expert and maintenance services as well as clientele related to Solteq's healthcare software solutions.

SOLTEQ PLC
BOARD OF DIRECTORS

Distribution:

Nasdaq Helsinki
Key media
www.solteq.com

Further information:

CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@solteq.com

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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Financial Calendar
November 5, 2024, at 9:00 a.m.
Solteq Plc publishes the following financial reports during 2025:

Financial Statements Bulletin 2024 - February 13, 2025, at 08:00 a.m. EET
Interim Report 1-3/2025 - April 29, 2025, at 08:00 a.m. EET
Half-Year Report  1-6/2025 - August 21, 2025, at 08:00 a.m. EET
Interim Report 1-9/2025 - October 29, 2025, at 08:00 a.m. EET

The 2024 Annual Report, including the Report of the Board of Directors and Financial Statements, will be published on Solteq's website by March 5, 2025. 

The Annual General Meeting is planned for March 27, 2025. The Board of Directors will convene the meeting separately at a later date. 
Distribution:

Nasdaq Helsinki
Key Media
www.solteq.com

Further information: 

CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@solteq.com 
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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Interim Report
October 24, 2024, at 5:15 p.m. EET

Solteq Plc corrects its Consolidated Cash Flow Statement concerning the cash flow from operating activities and the cash flow from financing activities published in the Interim Report Jan 1-Sep 30, 2024. Hence, the net cash flow from operating activities is EUR 1,230 thousand and the net cash used in financing activities is EUR -1,914 thousand for the review period 1-9, 2024. The corrections have no impact on other calculations.
The corrected Consolidated Cash Flow Statement is below, and the corrected Interim Report for January 1 - September 30, 2024, is attached.

Consolidated Cash Flow Statement

TEUR 1-9/2024 1-9/2023 1-12/2023

Cash flow from operating
activities
Result for the financial -1,802 2,902 -5,380
period
Adjustments for operating 3,552 -1,438 6,139
result
Changes in working capital -199 -5,469 -3,471
Interests paid -327 -454 -2,154
Interests received 18 17 81
Taxes paid -13 -832 -518
Net cash flow from 1,230 -5,274 -5,302
operating activities

Cash flow from investing
activities
Business acquisitions -20 -20
Divested businesses 11,990 14,137
Investments in tangible -83 -2,167 -2,351
and intangible assets
Net cash used in investing -83 9,803 11,766
activities

Cash flow from financing
activities
Long-term loans, decrease -548
Short-term loans, increase 1,486 4,371 4,371
Short-term loans, decrease -2,090 -6,860 -8,601
Payment of finance lease -1,310 -1,403 -1,891
liabilities
Net cash used in financing -1,914 -3,892 -6,668
activities

Changes in cash and cash -767 637 -204
equivalents
Cash and cash equivalents 1,853 2,057 2,057
at the beginning of period
Cash and cash equivalents 1,086 2,693 1,853
at the end of period

Attachments

Solteq Plc's Interim Report January 1 - September 30, 2024 (Corrected)

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
www.solteq.com

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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin 
Interim Report
October 24, 2024, at 8.00 am
Twofold third quarter: Profitability improved significantly, revenue fell below comparison period
July-September

• Comparable revenue totaled EUR 11.4 million (12.2) and decreased by 6.5 percent. Revenue totaled EUR 11.4 million (12.2) and decreased by 6.5 percent
• Comparable EBITDA was EUR 1.2 million (-0.1) and EBITDA EUR 0.9 million (0.5). Comparable EBITDA percent was 10.3 (-1.1)
• Comparable operating result was EUR 0.6 million (-0.8) and operating result EUR 0.3 million

• Earnings per share was EUR -0.03 (-0.05)

• Comparable revenue totaled EUR 38.4 million (39.9) and decreased by 3.9 percent. Revenue totaled EUR 38.4 million (43.4) and decreased by 11.5 percent
• Comparable EBITDA was 2.1 EUR million (-1.3) and EBITDA EUR 1.9 million (9.5). Comparable EBITDA percent was 5.6 (-3.2)
• Comparable operating result was EUR 0.4 million (-3.5) and operating result EUR 0.1 million

• Earnings per share was EUR -0.09 (0.15)
• Solteq Group's equity ratio was 28.9 percent (36.8)
• Net cash flow from operating activities was EUR 0.8 million (-5.3)
• The company expects the comparable revenue to diminish relative to the comparison period and operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023

7-9/2024 7-9/202 Change 1-9/202 1-9/202 Change 1-12/20 Rolling
3 % 4 3 % 23 12mos

Revenue, 11,424 12,217 -6.5 38,394 43,390 -11.5 57,655 52,659
TEUR
Comparable 11,424 12,217 -6.5 38,394 39,938 -3.9 54,183 52,639
revenue,
TEUR
EBITDA, 886 538 64.6 1,860 9,517 -80.5 8,695 1,039
TEUR
Comparable 1,175 -135 968.8 2,149 -1,284 267.4 -1,662 1,771
EBITDA,
TEUR
Operating 295 -697 142.3 51 5,549 -99.1 -3,541 -9,040
result,
TEUR
Comparable 614 -821 174.8 370 -3,549 110.4 -4,575 -656
operating
result,
TEUR
Result for -591 -975 39.4 -1,802 2,902 -162.1 -5,380 -10,083
the
financial
period,
TEUR
Earnings -0.03 -0.05 39.4 -0.09 0.15 -162.1 -0.28 -0.52
per share,
EUR
Operating 2.6 -5.7 0.1 12.8 -6.1 -17.2
result, %
Comparable 5.4 -6.7 1.0 -8.9 -8.4 -1.2
operating
result, %
Equity 28.9 36.8 30.1 33.3
ratio, %

CEO Aarne Aktan: Twofold third quarter: Profitability improved significantly, revenue fell below comparison period

The company's third quarter brought in, as expected, strong improvement in profitability but the revenue development was weaker than expected. The efficiency measures in the previous quarters yielded a comparable operating result of EUR 0.6 million, which was EUR 1.4 million better than in the comparison period. However, the comparable revenue in the review period, EUR 11.4 million, decreased by 6.5 percent relative to the comparison period. A slow recovery in customer demand caused a weaker revenue development than expected.

The Retail & Commerce segment improved its profitability well, but the revenue development was declining. This was driven by postponed decision-making in several key customer acquisition opportunities, resulting in a shortfall in anticipated revenue. During the review period, comparable revenue was EUR 8.5 million, down by 7.5 percent relative to the comparison period. The comparable operating result was EUR 0.7 million, up by 177 percent relative to the comparison period. The improvement was EUR 0.5 million.

The Utilities segment performed as expected and is on the verge of achieving profitable growth. The turnaround in profitability progressed well: the segment's comparable operating profit was EUR -0.1 million, improving by EUR 1.0 million relative to the comparison period. The enhanced profitability results from the improved quality of products and efficiency of operations. 

The company's financing was agreed during the review period for the next 24 months. The maturity date of the EUR 23 million notes was extended until 1.10.2026, and the coupon rate was increased from 6.0 percent to 10.0 percent.

The revenue downturn is caused by subdued customer demand, particularly in Retail & Commerce, leading to a more cautious outlook for the remainder of the financial year. The long-term market outlook for the Retail & Commerce segment is expected to remain moderate, and demand to recover as the markets stabilize. The long-term market outlook for the Utilities segment is expected to remain good and provide opportunities for profitable growth.

Profit Guidance 2024

The company expects the comparable revenue to diminish relative to the comparison period and operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023.
Financial reporting

The Interim Report has been prepared in accordance with the recognition and valuation principles of IFRS standards and using IAS 34 and the same accounting policies as the Financial Statements 2023. The new IFRS standards, taken into use on January 1, 2024, do not have a significant impact on the Group's Interim Report. The information presented in the Interim Report has not been audited.
Attachments

Solteq Plc's Interim Report January 1 - September 30, 2024
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
www.solteq.com
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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Inside information
October 23, 2024, at 08:00 a.m. EET

Solteq Plc's expectations for the ongoing financial year's revenue have changed. The company lowers its guidance on comparable revenue in 2024 and expects it to fall below the comparison period. The guidance on operating profit remains the same.

The new profit guidance for 2024 is: The company expects comparable revenue to diminish relative to the comparison period and operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023.

The previous profit guidance for 2024 was: The company expects the comparable revenue to grow and the operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023.

During the current financial year, revenue development has been affected by subdued customer demand and delays in several key customer acquisition opportunities.
Solteq Plc's Interim Report January 1-September 30, 2024, will be published on October 24, 2024.
Solteq Plc
Board of Directors
Distribution

Nasdaq Helsinki
Key media
www.solteq.com

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

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 over 400 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock exchange bulletin

Other information disclosed according to the Rules of the Exchange

13 September 2024 at 3.10 p.m. EEST

• extend the Final Maturity Date under the Terms and Conditions by 24 months, with the new Final Maturity Date being 1 October 2026;
• increase the coupon rate on the Notes from 6.0 percent to 10.0 percent;
• amend the redemption price applicable to Voluntary Total Redemptions under the Terms and Conditions by gradually increasing the redemption price of the Notes from 100.0 percent to 104.0 percent during the extended maturity period of the Notes; and
• decrease the permitted size of the Working Capital Facility included in the Terms and Conditions of the Notes to either EUR 7 million or 90 percent of EBITDA, whichever is greater.

In accordance with the request (the "Request") dated 21 August 2024 and addressed to the Noteholders, Solteq sought for the approval of the Noteholders in a Written Procedure to execute the changes to the Terms and Conditions. The Written Procedure commenced on 21 August 2024 and expired on 13 September 2024 at 3:00 p.m. (Finnish time). Pursuant to the Terms and Conditions, quorum in respect of a Written Procedure in relation to the Request existed if Noteholders representing at least 50 per cent of the Adjusted Nominal Amount reply to the Request in the Written Procedure. The approval of the Request was further subject to that at least two thirds (2/3) of the votes cast in the Written Procedure consent to the Request. Quorum in respect of a Written Procedure in relation to the Request existed and the Request was approved by required majority of the Noteholders participating in the Written Procedure. Thus, the requested amendments to the Terms and Conditions will become effective as of 13 September 2024. The amendments to the Terms and Conditions as approved in the Written Procedure are attached to this stock exchange release.

The Company will pay to those Noteholders who have voted in favour of the Request a fee of 1.75 per cent (the "Fee") for the Nominal Amount of the Notes held by each Noteholder for which such Noteholder has voted in favour of the Request. The Fee will be paid to those Noteholders from whom a valid Voting Form in favour of the Request was received by Nordic Trustee Oy before the Final Response Time, and who remain to be Noteholders on 17 September 2024. The Fee will be paid no later than 1 October 2024 to the Noteholders eligible to receive it, as described in more detail in the Request.

Further information

CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail: aarne.aktan@solteq.com

CFO, General Counsel Mikko Sairanen

Tel: +358 50 567 3421

E-mail: mikko.sairanen@solteq.com

Attachment:

The amendments to the Terms and Conditions as approved in the Written Procedure

Distribution

Nasdaq Helsinki
Key media
www.solteq.com

About Solteq

Solteq is a Nordic software solution and expert service provider specializing in retail and energy sectors and needs related to e-commerce. The company employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin,
Other information disclosed according to the rules of the Exchange
September 6, 2024, at 4:00 p.m.

The Shareholders' Nomination Committee of Solteq Plc consists of representatives of the four largest shareholders, registered on August 30, 2024. 
The following representatives have been nominated to the Shareholders' Nomination Committee of Solteq Plc:

•    Markku Pietilä, Chairman of the Board, nominated by Profiz Business Solution Oy 

•    Jukka Vähäpesola, Head of Equities, nominated by Keskinäinen Työeläkevakuutusyhtiö Elo 

•    Karoliina Lindroos, Head of Responsible Investment and Sustainability, nominated by Keskinäinen Eläkevakuutusyhtiö Ilmarinen 

•    Hanna Kaskela, Senior Vice President of Sustainability & Communications, nominated by Keskinäinen työeläkevakuutusyhtiö Varma 

Further information

CEO Aarne Aktan

Tel: +358 40 342 4440

E-mail: aarne.aktan@solteq.com

Distribution

Nasdaq Helsinki

Key media

www.solteq.com

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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Half-Year Report
August 22, 2024, at 8.00 am

Significant Turnaround in Profitability - Comparable Operating Result improved by EUR 2.1 million

• Comparable revenue totaled EUR 13.4 million (13.6) and decreased by 1.5 percent. Revenue totaled EUR 13.4 million (14.3) and decreased by 6.1 percent
• Comparable EBITDA was EUR 0.6 million (-1.3) and EBITDA EUR 0.6 million (7.7). Comparable EBITDA percent was 4.6 (-9.3)
• Comparable operating result was EUR 0.0 million (-2.1) and operating result EUR 0.0 million

• Earnings per share was EUR -0.03 (0.19)

• Comparable revenue totaled EUR 27.0 million (27.7) and decreased by 2.7 percent. Revenue totaled EUR 27.0 million (31.2) and decreased by 13.5 percent
• Comparable EBITDA was 1.0 EUR million (-1.1) and EBITDA EUR 1.0 million (9.0). Comparable EBITDA percent was 3.6 (-4.1)
• Comparable operating result was EUR -0.2 million (-2.7) and operating result EUR -0.2 million

• Earnings per share was EUR -0.06 (0.20)
• Solteq Group's equity ratio was 29.0 percent (38.4)
• Net cash flow from operating activities was EUR 1.2 million (-1.8)
• The company expects the comparable revenue to grow and the operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023

Key figures

4-6/202 4-6/202 Change 1-6/202 1-6/202 Change 1-12/20 Rolling
% 4 3 % 23 12mos
4 3

Revenue, 13,398 14,273 -6.1 26,970 31,173 -13.5 57,655 53,452
TEUR
Comparable 13,398 13,609 -1.5 26,970 27,721 -2.7 54,183 53,431
revenue,
TEUR
EBITDA, 617 7,698 -92.0 974 8,979 -89.1 8,695 691
TEUR
Comparable 617 -1,269 148.6 974 -1,149 184.8 -1,662 461
EBITDA,
TEUR
Operating 3 6,337 -99.9 -244 6,246 -103.9 -3,541 -10,031
result,
TEUR
Comparable 3 -2,076 100.2 -244 -2,727 91.1 -4,575 -2,092
operating
result,
TEUR
Result for -506 3,672 -113.8 -1,211 3,877 -131.2 -5,380 -10,468
the
financial
period,
TEUR
Earnings -0.03 0.19 -113.8 -0.06 0.20 -131.2 -0.28 -0.54
per
share, EUR
Operating 0.0 44.4 -0.9 20.0 -6.1 -18.8
result,
%
Comparable 0.0 -15.3 -0.9 -9.8 -8.4* -3.9
operating
result,
%
Equity 29.0 38.4 30.1 34.2
ratio, %

 *Solteq announced new comparable figures on April 24, 2024. In the Interim report January 1st - March 31st, 2024, the percentage in question had remained incorrect.

CEO Aarne Aktan: Significant Turnaround in Profitability - Comparable Operating Result improved by EUR 2.1 million

The company's second quarter brought about a very significant turnaround in results: the comparable operating result improved by EUR 2.1 million relative to the comparison period. The Group's comparable EBITDA was EUR 0.6 million, and the comparable operating result was slightly positive for the first time in two years. This complete turnaround in profitability results from systematic and long-term efforts focused on renewing the business strategy, improving the quality of Utilities software products, and group-wide efficiency and cost-saving initiatives.

The revenue development for the review period lagged slightly behind the comparison period due to subdued customer demand. The Group's comparable revenue was EUR 13.4 million during the review period, which decreased by 1.5 percent relative to the comparison period.

The Retail & Commerce segment performed well in the subdued market and improved its performance significantly from the comparison period. The comparable operating result improved by EUR 0.8 million from the comparison period and was EUR 0.4 million positive. However, comparable revenue decreased slightly from the comparison period (-1.2 percent). During the review period, an efficiency and cost-savings program within the Commerce & Data business unit of the Retail & Commerce segment and the Group administration was implemented to improve the profitability. The company estimates achieving annual savings of approximately EUR 3.4 million through group-wide savings and reduction measures. Approximately a third of the annual cost savings is expected to be realized on the second half of 2024.

Systematic measures to improve the quality of Utilities software products and develop the operations are reflected as a significant improvement in the profitability of the Utilities segment from the comparison period. The comparable operating result improved by EUR 1.3 million and was EUR -0.4 million. The comparable operating result improved by more than 78 percent. As a result of the measures taken, the Utilities segment will return to profitable growth.

The long-term market outlook for the Retail & Commerce segment is expected to remain moderate, and demand to recover as the markets stabilize. The long-term market outlook for the Utilities segment is expected to remain good and provide opportunities for profitable growth. 

On August 21, 2024, the company commenced a written procedure to amend the terms and conditions of its EUR 23 million notes maturing on October 1, 2024.  In the written procedure, the noteholders' consent is being sought to postpone the final maturity date of the notes by 24 months, which would extend the maturity to October 1, 2026.

Profit Guidance 2024

The company expects the comparable revenue to grow and the operating result to be positive. The comparable revenue was EUR 54,183 thousand for the financial year 2023

Going concern principle

In assessing the going concern principle, the management of the company has considered the risks related to the refinancing of the company. The key elements of Solteq Group's debt financing are a fixed-rate bond, as well as standby and bank account credit limits. 

Solteq issued a fixed-rate unsecured senior bond with a nominal value of EUR 23.0 million on October 1, 2020. Of the EUR 23.0 million bond outstanding at the time of the Half-Year Report, EUR 0.6 million was held by the company. The bond matures on October 1, 2024. The standby and bank account credit limits total EUR 7.0 million. The related financial covenants are linked to the terms of the bond.

The terms of the bond include financial covenants concerning the distribution of funds and incurring financial indebtedness other than permitted under the terms of the bond (Incurrence Covenant). The covenants require that the equity ratio exceeds 27.5 percent, the interest coverage ratio (EBITDA/net interest cost) exceeds 3.00:1, and that the Group's net interest-bearing debt to EBITDA ratio does not exceed 4:1. The covenants concerning the distribution of funds and incurring financial indebtedness other than permitted under the terms of the bond are not fulfilled based on the reporting period. The fulfillment of the covenants is always reviewed based on the last reported 12-month period. Violations of the above-mentioned financial covenants of the bond do not, as such, lead to the right to demand immediate repayment of the bond, but they limit the distribution of the company's funds and incurring financial indebtedness other than permitted under the terms of the bond. The prerequisite for the company's going concern is the restructuring of the financing.

On August 21, 2024, the company commenced a written procedure to amend the terms of the bond so that the bond maturity would be postponed by 24 months, which would extend the maturity to October 1, 2026. In addition, as part of the amendment process, the company has proposed, among other things, changing the coupon rate from 6 percent to 10 percent, and changes to the redemption price of the bond. 

In assessing the going concern, the management of the company has considered the effects of the measures taken during the financial year 2024, the financial performance during the review period 1-6/2024, financial forecasts, and risks related to the availability of financing and to financial negotiations. 

The company believes that the planned financing arrangements will lead to a favorable outcome. However, there are still no binding commitments on the restructuring of the financing and the outcome of the ongoing amendment procedure involves uncertainty. If the company failed to restructure the financing by the bond maturity date, the company would not be able to meet its obligations and the conditions for the company's going concern would become jeopardized.

Considering the above measures and risks, the management estimates that operations will continue and that the risk of insufficient funding is small. Therefore, the management of the company has deemed it justified to prepare the Half-Year Report under the going concern principle.

Financial reporting

The Half-Year Report has been prepared in accordance with the recognition and valuation principles of IFRS standards and using IAS 34 and the same accounting policies as the Financial Statements 2023. The new IFRS standards, taken into use on January 1, 2024, do not have a significant impact on the Group's Interim Report. The information presented in the Half-Year Report has not been audited.

Attachments

Solteq Plc's Half-Year Report January 1 - June 30, 2024

Further Information

CEO Aarne Aktan
Tel: +358 40 342 4440
E-mail: aarne.aktan@solteq.com

CFO, General Counsel Mikko Sairanen
Tel: +358 50567 3421
E-mail: mikko.sairanen@solteq.com

Distribution

Nasdaq Helsinki
Key media
www.solteq.com

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 employs over 400 professionals and has offices in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin

Other information disclosed according to the rules of the Exchange

August 21, 2024, at 1:00 p.m. 

Solteq Plc (the "Company") has decided to commence a written procedure in accordance with the terms and conditions (the "Terms and Conditions") of its EUR 23 million senior unsecured fixed rate notes (ISIN: FI4000442264) (the "Notes") to amend the Terms and Conditions of the Notes (the "Written Procedure"). The Company announced on 2 August 2024 that it was considering commencing the Written Procedure to ensure the sufficiency of its funding and the continuity of its operations.

The Written Procedure will be conducted in accordance with the terms and conditions described in the notice to the noteholders (the "Noteholders") dated 21 August 2024 (the "Request"). The capitalised English terms used in this release shall have the same meaning as in the Request.

In accordance with the Request, the Company seeks for the consent of the Noteholders in the Written Procedure to implement the amendments to the Terms and Conditions. The Company expects that the amendments to the Terms and Conditions, 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.

• Extension of the Final Maturity Date under the Terms and Conditions by 24 months, with a Final Maturity Date of 1 October 2026
• Increase of the coupon rate on the Notes from 6.0 percent to 10.0 percent
• Amending the redemption price applicable to Voluntary Total Redemptions under the Terms and Conditions by gradually increasing the redemption price of the Notes from 100.0 percent to 104.0 percent during the extended maturity period of the Notes
• Decrease of the permitted size of the Working Capital Facility included in the Terms and Conditions of the Notes to either EUR 7 million or 90 percent of EBITDA, whichever is greater.

As compensation for the Noteholders voting to approve the Request, the Company will offer the Noteholders a Consent Fee of 1.75 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 favor 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 payment date of the Consent Fee will be announced upon publication of the result of the Written Procedure. Noteholders who (i) do not vote; (ii) vote in favor 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 percent 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 favor of the Request.

The right to participate in the Written Procedure is open to persons who are Noteholders on 20 August 2024 (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 13 September 2024 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 will be delivered to the Noteholders by the Noteholders' Representative. The Request for voting in the Written Procedure is also attached to this release.

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

Appendix:

Request for Written Procedure

Distribution

Nasdaq Helsinki

Key media

www.solteq.com

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 employs over 400 professionals and has offices 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.

Stock Exchange Bulletin

Inside Information

August 2, 2024, at 10:45 a.m.

Solteq provides preliminary information about its financial development to support financing negotiations. The figures are preliminary and have not been audited.

"We have achieved a significant turnaround in earnings. In the second quarter, comparable EBITDA improved by EUR 1.9 million and the comparable operating result by EUR 2.1 million. This led to an improvement in profitability of over 15 percent and a slightly positive operating result in the second quarter.

The turnaround in profitability has taken us two years, during which we have renewed our business strategy, enhanced our operations, and carried out group-wide cost savings programs. Our personnel has been the actual driving force behind this turnaround, and I am very grateful to them for that.

Due to these actions, the net cash flow improved by EUR 3.0 million in the first half of the year relative to the comparison period. I am very pleased with our financial development," the CEO of the Company, Aarne Aktan, sums up.

Preliminary Key Figures:

• Comparable revenue totaled EUR 13.4 million (13.6) and decreased by 1.5 percent.
• Comparable EBITDA was EUR 0.6 million (-1.3) and improved by EUR 1.9 million. Comparable EBITDA percent was 4.6 (-9.3).
• Comparable operating result was EUR 0.0 million (-2.1) and improved by EUR 2.1 million. Comparable operating result percent was 0.0 (-15.3).
• Earnings per share was EUR -0.03 (0.19).

• Comparable revenue totaled EUR 27.0 million (27.7) and decreased by 2.7 percent.
• Comparable EBITDA was EUR 1.0 million (-1.1). Comparable EBITDA percent was 3.6 (-4.1).
• Comparable operating result was EUR -0.2 million (-2.7). Comparable operating result percent was -0.9 (-9.8).
• Earnings per share was EUR -0.06 (0.20).
• Solteq Group's equity ratio was 29.0 percent (38.4).
• Net cash flow from operating activities was EUR 1.2 million (-1.8).

Solteq will publish its Half-Year Report on August 22 at 8.00 a.m., according to the previously published schedule.

Solteq considers commencing a written procedure to amend the terms and conditions of its notes

Solteq (the "Company") considers commencing a written procedure to amend the terms and conditions of its EUR 23 million senior unsecured fixed-rate notes (the "Notes") due October 1, 2024. The objective of the amendment to the terms and conditions of the Notes would be to ensure the sufficiency of funding and the continuity of operations.

• extending the Final Maturity Date of the Notes for a maximum of 24 months so that the new Final Maturity Date would be October 1, 2026, at the latest;
• increasing the coupon rate of the Notes from the current rate of 6.0 percent;
• amending the redemption procedure by increasing the redemption price of the Notes from 100.0 percent during the extended maturity period; and
• decreasing the permitted size of the Working Capital Facility included in the terms and conditions of the Notes to either EUR 7 million or 90 percent of EBITDA, whichever is greater.

The Company evaluates the possibility of commencing a written procedure in the near future. If a written procedure is commenced, the Company will publish a release on the matter and draft a request to the Noteholders for the written procedure and the proposed changes to the terms and conditions of the Notes. Approving the proposed changes would require that at least 20 percent of the Adjusted Nominal Amount and at least two-thirds (2/3) of the votes cast would consent to the request.

Distribution

Nasdaq Helsinki

Key media

www.solteq.com

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

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 over 400 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Other information disclosed according to the rules of the Exchange
June 24, 2024, at 1:00 p.m.

Solteq's efficiency and cost-savings program, targeted at the Retail & Commerce segment's Commerce & Data business unit and the Group administration, has been completed. The company will execute cost-savings and reduction measures in Finland and other group companies, and it estimates achieving annual savings of approximately EUR 3.4 million. Approximately a third of the annual cost savings is expected to be realized in 2024. 

As part of the efficiency and cost-savings program, the change negotiations initiated in Finland on May 6, 2024, have been concluded, and the company has decided on the actions on June 24, 2024. Based on the resignations and layoffs, the company's workforce will be reduced by 24 employees in Finland. The negotiations concerned the personnel of the Commerce & Data unit and the Group administration. 

With a more agile organization and a leaner cost structure, the company aims to create conditions for improving profitability. For the Retail & Commerce segment, the long-term target for annual growth is to achieve a minimum of 8 percent for revenue and 8 percent for operating result margin. 

Distribution

Nasdaq Helsinki
Key media
www.solteq.com 

Further Information

CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@solteq.com

CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
Email: mikko.sairanen@solteq.com

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 nearly 500 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.

Stock Exchange Bulletin
Inside Information
April 30, 2024, at 08:02 a.m. 
Solteq Group initiates an efficiency and cost-savings program to achieve approximately EUR 3.5 million in annual cost savings. The efficiency and cost-savings program concerns the Retail & Commerce segment's Commerce & Data business unit and Group Administration. The goal is to improve profitability by reorganizing and enhancing the efficiency of operations.
"The volatile global economy continues to affect customer demand, especially in the offering of the Commerce & Data business unit. Customer organizations are cautious regarding investments, which has led to more delays in decision-making and scale-downs of scopes in project deliveries than expected. In the current market situation, we need to adjust the cost structure of both this unit and Group administration to improve Solteq's profitability," says CEO Aarne Aktan.  
In Finland, Solteq initiates change negotiations under Chapter 3, Section 16 of the Co-operation Act on production and economic grounds. The change negotiations concern the employees working in the Commerce & Data unit and Group Administration. Change negotiations may lead to the termination of employment of up to 35 people. In addition, the planned measures may result in job reorganization, as well as changes to job descriptions and terms and conditions of employment, and organizational structures for all employees involved in the negotiations. The change negotiations will begin on May 6, 2024, and are expected to be completed by June 17, 2024. 

Solteq Plc 
Board of Directors

Further Information
CEO Aarne Aktan
Tel: +358 40 342 4440
Email: aarne.aktan@solteq.com

CFO, General Counsel Mikko Sairanen
Tel: +358 50 567 3421
Email: mikko.sairanen@solteq.com
Distribution
Nasdaq Helsinki
Key media
www.solteq.com 
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 nearly 500 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.
 

Stock Exchange Bulletin
Changes Board/Management/Auditors
April 30, 2024, at 08:01 a.m.
Solteq Plc's CEO, Aarne Aktan (b. 1973), takes on the leadership responsibilities of the Utilities segment's business in addition to his current duties. On April 3, 2024, the company announced the resignation of Jaakko Hirvensalo, who has served as the EVP of Utilities.

Aarne Aktan has comprehensive experience in the development and commercialization of software products. In addition, he has long-standing expertise in the leadership of software businesses.

As of May 1, 2024, the composition and responsibilities of Solteq Plc's Executive Team are: 

Aarne Aktan, CEO, EVP of Utilities;
Jesper Boye, EVP of Retail & Commerce; 
Mikko Sairanen, CFO, General Counsel;
Oona Silén, VP of People and Culture;
Christa Tavan, Director of Marketing and Communications.

Vantaa, April 30, 2024

Solteq Plc
Board of Directors

Further information:

Markku Pietilä
Chairman of the Board
Tel: +358 50 045 5156  
Email: markku.pietila@solteq.com

Distribution:

Nasdaq Helsinki
Key media
www.solteq.com

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 nearly 500 professionals in Finland, Sweden, Norway, Denmark, Poland, and the UK.