Tecnotree's convertible bonds converted into shares as expected

Translation: Original published in Finnish on 02/03/2026 at 06:30 am EET

Most of Tecnotree's convertible bondholders have converted their bonds into shares, which was expected with the accelerated conversion right that came with last week's tender offer. At the same time, the flagging notification announced on Friday showed that Jorma Nieminen and his company have increased their ownership in Tecnotree after the tender offer, which, together with Kyösti Kakkonen's statement, could, in our view, indicate challenges for the bidder to reach the 90% threshold. 

Tender offer activates conversion of convertible bonds

Tecnotree announced on Friday that its Board of Directors has approved the subscription of around 5.8 million new shares. These shares were subscribed for based on Compulsorily Convertible Debentures (CCD) issued in June 2023. The conversion right was based on the terms of the debentures, according to which an accelerated conversion right arose as a result of the public tender offer announced on January 27, 2026. When the shares are entered into the trade register, the company will have a total of 22.8 million shares (previously 17.0 million). Dilution was considered in the valuation of the tender offer (total value of the tender offer 131 MEUR). According to our calculations, there are still 5 outstanding convertible bonds that have not been converted. 

Jorma Nieminen and his company have continued their share purchases after the tender offer

  A flagging notification was also issued on Friday, stating that the combined holding and voting interest of Jorma Juhani Nieminen, 4capes Oy, and Osuusasunnot Oy in Tecnotree Oyj's shares and votes exceeded 10% on January 29, 2026. This date suggests that Jorma Nieminen and his companies have purchased shares from the market since the takeover bid was announced. However, the 10% excess was calculated from the old number of shares, and after the dilution caused by the convertible bonds, Jorma Nieminen and his companies' holding is 7.6% of the share capital. If Jorma Nieminen's intention is to prevent the bid at the current price (90% of shares are needed), his holding alone is not yet sufficient for this. However, with Kyösti Kakkonen's holding, the 10% threshold would be exceeded, and thus, together, Nieminen and Kakkonen would be able to reject the current offer. If the 90% limit is not reached, we also see the possibility of an increased offer.