Nieminen has bought an additional 100,000 shares.
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Nieminen is strong in his belief. As a shareholder, one must certainly be grateful for this view, as those purchases already have a price-supporting effect. Even now, however, the monthly development was negative; how much more would it be in the red without those purchases…
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Fitzroy has pledged its shares. Could there still be VVK subscriptions coming?
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Fitzroy has also pledged the 45 convertible capital notes (VVKs) it paid for a month ago.
Tecnotree Oyj - Management transactions
It is certain that Fitzroy is taking out a loan. Otherwise, it wouldn’t be making pledges. It certainly looks bad, as if Fitzroy will subscribe to the rest of the VVKs. This would be the bad news that has been included in Inderes’ analysis for a couple of years now. The value of the shares would be fully diluted. The question is: What does Tecnotree need those 20 million euros for? Hopefully, it won’t start buying back its own shares. It doesn’t (yet) have the authorization from the general meeting for that. An acquisition is a more likely option.
By the way, at the end of November, Nieminen had 1,258,354 shares, or 7.38% of all votes. Luminos had 1,498,729 shares, or 8.79% of the votes, at the spring general meeting. If Nieminen keeps buying just a little more, they will join the ranks of the three largest shareholders. And the 10% threshold is also approaching. Then Nieminen alone could demand an extraordinary general meeting and also block the company from being delisted from the stock exchange. This, in turn, means that Nieminen could already be negotiating for a board position.
Shares can only be subscribed with VVKs next summer after the general meeting, so there might still be exciting times ahead to follow the power struggle. Time to buy popcorn. 
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It’s an interesting scenario in itself if the company were to buy its own shares, and how high would the price rise? Currently, there is 21 million in cash, plus an additional 20 million from Fitzroy. The company’s market value is 75 million at the current share price. Who would sell their shares at these prices, and at least algorithmic trading would stop fairly quickly. I would certainly support share buybacks if the company were to decide to propose this to the general meeting. Padma bought shares back then at 74 cents, which was about 36 euros… a few million went into those purchases. Fitzroy could also start leveraging and buy shares from the market itself. We are living in interesting times.
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3,074,650 shares have been pledged, i.e., worth approximately €13M.
If the funds are used to implement VVK and if it were implemented in full, the dilution at the current share price would be approx. 40%(?).
If I calculated correctly, the situation is not particularly attractive. It’s interesting why Nieminen is recklessly buying shares that can be significantly diluted…
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This is true, but only for a moment until…
And the goal moves.
But it is certain that some people know something significant that the “windbreakers” (common people) do not. I’m also watching but with this information, I’m staying away.
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The main owner seems to be quite all in. Because the loan has to be paid back sometime. Hopefully with cash flows or exits. Tecnotree is recruiting heavily based on LinkedIn… Maybe money is just needed for organic growth and small acquisitions:man_shrugging:. In any case, the largest owners are pledging or selling (presumably) their assets and pouring the money back into this “flipper”. I’m following 
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Remuneration announcements are trickling in for management. It’s about time shareholders were rewarded too. H2 has been incredibly quiet compared to H1, for example.
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NEWS 
Verizon is a Tecnotree client, and at least two deployments have been made for Verizon this year.
Source: email today from Tecnotree’s marketing department / Prianca Ravichander.
Verizon is among the top 3 operators in the USA alongside AT&T and T-Mobile. Top 5 globally. A “production go-live” for such a client serves as a reference that can facilitate sales in other developed markets (USA/Europe), where requirements (cybersecurity, processes, performance, supplier tendering) are high. Financially, these couple of deployments may not necessarily be very significant.
In the Q3/25 presentation, Verizon was still listed as “Tier 1 Telco USA”. And that “Leading MVNO in Europe” is likely Telenor.
The deals were announced in January 2025: https://sijoittajat.tecnotree.com/release/cision-tecnotree-4975008 and https://sijoittajat.tecnotree.com/release/internal-tecnotree-50
“Tecnotree Corporation has signed a new agreement with a US-based Tier 1 operator through an existing system integrator partner, which was announced in June 2024. The value of the agreement is less than 10% of the previous year’s net sales. However, it is significant for the globalization of Tecnotree’s products and services. The agreement includes the delivery of various Tecnotree Digital Business Support Systems (BSS) products.”
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With reference to the stock exchange release dated 8 December 2023, Tecnotree Corporation (“Tecnotree”) announces that the Company’s Board of Directors has approved the extension of the payment due date for the subscription price of the outstanding Compulsorily Convertible Debentures (“CCD”) held by Fitzroy Investments Limited (“Fitzroy”).
The Board of Directors of Tecnotree Corporation has approved Fitzroy’s request to extend the payment due date related to the outstanding CCD subscription price of EUR 20.0 million.
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”To postpone the conversion of all 245 CCD notes (45 paid and 200 once they have been paid) into Tecnotree shares so that the conversion is possible at the earliest on 30 June 2028;”
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There is a lot of good in that announcement:
- The main shareholder’s opportunity to increase their voting power in the company (reduction of board seats?) via the VVK (Convertible Bond) is being pushed back by more than two years. To me, this is the most significant observation.
- The dilution of old shares for 245 VVKs (out of a total 431 VVKs) is being delayed by up to two years.
- Since conversion into shares is only possible starting from June 30, 2028, the market is given two years of extra time to price the share at a higher level, which weakens the dilutive effect. Of course, the price could also go down
- TT’s cash position is obviously good and sufficient right now.
The bad:
- Fast acquisitions are difficult when no funds were secured for them. This could also be good news.
- An agreement that favors the main shareholder at the expense of other shareholders once again weakens the credibility of TT’s board. Let’s remember that on December 8, 2023, it was agreed, among other things:
“If Fitzroy defaults on the aforementioned payment obligation, it is liable to pay Tecnotree a contractual penalty of 18% of the unpaid subscription price of the Notes, after which the unpaid Notes return to the company and Fitzroy is released from its payment obligations regarding said Notes.”
Now, that 3.6 million euros, which was available through legal channels, was forgiven for the main shareholder, and the dilution risk was not removed from the table. TT could have cancelled the VVKs. Apparently, there was no need for that 3.6 million euros.
By the way, there is a serious deficiency in the announcement that the company should correct. It was not stated when those 245 VVKs must be converted into shares at the latest. According to the terms of the VVK loan, the conversion period is June 22, 2026 – June 22, 2028, and June 30, 2028, is only after that. It should absolutely be stated when those 245 must be converted into shares at the latest. As I understand it, TT does not have the right to change the VVK terms without the consent of the other VVK holders. There is a conflict and a communication deficiency here. Ping @thomas.koponen (edit: TT corrected the discrepancy with their announcement the following day. Thank you!)
Who sold 45 VVKs to Fitzroy on October 31, 2025?
Only 200 VVKs came from Wilenius. According to my own records, the 431 VVKs would have been distributed like this at the end of 2023:
200 Fitzroy
120 Ravichander
50 Hammarén
30 JKK
31 others
Since Ravichander and Hammarén, as insiders, would have had to report their sales, the only remaining option is that “insolvent” Fitzroy bought those 45 notes from JKK and others. There has been no need to issue an announcement for those sales. I didn’t realize before that Fitzroy has been hoarding more notes for itself. I am starting to believe more and more that Fitzroy and partners intend to buy out the company for themselves.
Speculation about a buyout of TT is likely to raise the share price. The wait might be long…
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Personally, I see the news as just kicking the can down the road. You’d think that the parties involved have no desire to take any actions to boost the share price for a couple of years.
This whole thing, in my opinion, further erodes my faith in TT’s operations. They don’t seem to be sticking to anything that was agreed upon..
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This outfit can’t even collect money from its own owners even with existing contracts, so how on earth will they get it from customers? This is a massive slap in the face to the larger owners who properly paid their VVKs (convertible bonds) immediately. Now Fitzroy’s buddy gets an absurdly long payment term, so no value is being placed on the money. It’s the same bleeding of the company and looking out for the inner circle’s interests as all the other maneuvers so far. What kind of confidence can the content and execution of future contracts inspire if a buddy is forgiven a 3 million penalty in a backroom deal?
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There is, however, a clear advantage here for retail investors and those who have already subscribed to the VVK (convertible bond), provided they believe the business will move forward in the coming years. And this is presumably the starting point for shareholders and VVK subscribers…
At today’s share price (€4), the number of shares would increase by almost 11 million by next June, if all subscriptions had already been made.
If the share price is today’s €4 next June, but over €11 in June 2028, then the share increase will be approximately 7.5 million shares.
It must also be remembered that Wilenius caused this mess originally. Now, the broke majority owner is trying to smooth things over.
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What am I not understanding here? Here is the release regarding the terms of the convertible bond:
One Bond entitles the Bondholder to subscribe for 175,747 Shares (or such higher number of Shares as determined under section II.1.4 below). 1.3 Based on the maximum number of Bonds and associated Special Rights to be issued under these terms, the Issuer shall issue a maximum of 87,873,462 Shares (or such higher number of Shares as determined under section II.1.4 below) pursuant to the Bonds and Special Rights.
For one bond worth €100,000, the owner receives, as I understand it, 175,747 shares. Or more, if the price were below €0.569. If 431 bonds were issued, by my math that makes 431 x 175,747 = 75,746,957 shares. Currently, Tecnotree’s share capital is 17,053,250 shares. That would mean that the convertible bondholders would own a total of 81.6% of the share capital + whatever shares they already owned once the new shares are subscribed. If @MoneyWalker’s table of convertible bondholders is correct, then Fitzroy (49.71%), Padma (24.85%), and Hammaren (10.09%) alone will own 84.65% of Tecnotree.
I had to link those convertible bond terms to ChatGPT because it sounded like I might have some sort of thought error in my own head, but ChatGPT reached the same conclusion.
Here is ChatGPT’s output:
Assumption
-
Share price: €4.365
-
Conversion allowed immediately (assumed as an exception)
-
Other terms remain unchanged
1. What would the conversion price be now?
Conversion price = the lower of the following
-
5% below the stock’s 10-day moving average
→ approximately €4.15 -
€0.569 (ceiling)
Actual conversion price = €0.569
At a price level of €4.365, the ceiling locks the price completely, and the market price no longer matters.
2. How many shares per bond?
-
Nominal value of the bond: €100,000
-
Conversion price: €0.569 / share
€100,000 ÷ €0.569 ≈ 175,747 shares
Exactly the amount specified in the terms
3. What is the market value of the received shares?
-
Shares: 175,747 units
-
Price: €4.365
175,747 × €4.365 ≈ €767,600
4. What does this mean for the investor?
| Item | Value |
|---|---|
| Invested capital | €100,000 |
| Received share ownership (market value) | ~€767,600 |
| “Paper profit” | ~+€667,600 |
| Return multiple | ~7.7× |
In practice, the bond would function like a deeply in-the-money option, where:
-
Downside protection = nominal value (except in case of bankruptcy)
-
Upside protection = none
-
Immediate conversion would be massively dilutive to existing shareholders
This can’t be right, can it? Can it? And then, of course, the Warrants that come with the bonds on top of that.
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You’re forgetting that Tecnotree did a reverse split (20:1) in April 2024. This means the share value is actually much lower now than at the time of the bond issuance.
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Thanks. And most importantly, the number of shares obtained with the convertible bond is naturally 175,747 ÷ 20 = 8,787 shares. But since the split-adjusted share price is lower than the price cap of €0.569, one gets 24,115 shares with the convertible bond at the current rate, meaning a total of 431 x 24,115 = 10,393,681 new shares. If I remember correctly, the number of shares was rounded down to the nearest integer according to the terms. If the conversion of new shares were to happen at the current rate, the ownership stake of Fitzroy, Padma, and Hammaren in the company, including existing shares, would be 62.49% (Fitzroy 43.1%, Padma 14.5%, and Hammaren 4.89%).
That is already quite some dilution, but these figures make more sense now.
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TT announced a correction to yesterday’s press release this morning.
Tecnotree: Correction: Inside Information: Extending the due date for payment of the subscription price for Compulsorily Convertible Debentures (CCD) | Kauppalehti
“In connection with the extension of the due date, Fitzroy has committed to the following:
To delay the conversion of all 245 CCD notes (45 paid and 200 after they have been paid) into Tecnotree shares such that conversion is possible at the earliest on June 22, 2028;”
The conflict with the bond terms has been removed by that announcement. When the original bond terms are followed, June 22, 2028, is also the last day on which those 245 convertible bonds can be converted into shares. Let’s hope that holds true. Of course, this leaves some room for interpretation for the market. In my opinion, for the sake of good investor communication, it would have been better to explicitly state that final conversion date as well, as this information is a factor affecting the price formation of the share.
Well, the correction is clearer in English:
In connection with the extension, Fitzroy has committed to:
Delay conversion of all 245 CCD notes (45 paid + 200 unpaid, once paid) until 22 June 2028;
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