Hoylu AB: Hoylu AB (publ) publishes information memorandum due to convertible loan note issue
Not for distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore or South Africa or any other jurisdiction in which the distribution of this press release would be unlawful or would require registration or other measures besides those required by Swedish law. Additional restrictions apply, see the important information at the end of the press release.
The extraordinary general meeting in Hoylu AB (publ) (“Hoylu” or the “Company”) resolved on 28 November 2018 to approve the board of directors resolution to execute an issue of convertible loan notes of a maximum of SEK 10 million with pre-emption rights for the shareholders, with exemption from the shareholders Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS (the “Issue”). The Company carried out a directed issue of convertible loan notes to the aforementioned shareholders, why the reason for derogating from mentioned shareholders’ pre-emptive right is to provide the Company with additional liquid funds to continue expanding the business of the Company but also to repair the potential dilutive effect that may occur in a conversion for shares due to the directed issue.
The Company has due to execution of the Issue drafted an information memorandum with information of the Company and the complete terms and conditions of the Issue to investors. The information memorandum is published and available on the Company’s website (www.hoylu.com) and Mangold Fondkommission’s website (www.mangold.se).
The major terms and conditions of the Issue are stated below.
· The Issue shall be of a maximum amount of a maximum of SEK 10,000,000 and a nominal amount of SEK five (5) per convertible loan note.
· The conversion price shall amount to SEK 5.00 per new share, which corresponds to approximately 100 per cent of the closing price for Hoylu’s share on Nasdaq First North on 29 October 2018 (the date of announcement of the board’s resolution to carry out the Issue).
· At a conversion of SEK 5.00, a maximum of 2,000,000 shares will be issued in relation to the Issue.
· The convertible loan carries an annual interest rate of 8.00 per cent.
· Those who are registered as shareholders in Hoylu on the record date on December 5, 2018, with exemption from the shareholders Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS, will have pre-emption right to subscribe for convertible loan notes in the Issue. For every existing share two (2) unit rights are received. Fifteen (15) unit rights entitles to subscription for one (1) unit. Every one (1) unit consists of one (1) convertible loan note at a nominal amount of SEK five (5).
· Convertible loan notes not subscribed for by exercise of unit rights shall primarily be allotted to those who have subscribed for convertible loan notes by exercise of unit rights and have subscribed for additional convertible loan notes without exercise of unit rights, and secondly be allotted to others that have subscribed without exercise of unit rights. The shareholders Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS will not, due to their respective participation in the directed issue, be allowed to participate in the Issue with exercise of their respective unit rights.
· The convertible loan notes issued in the Issue will not be subject to trade.
Timetable of the Issue
3 December 2018 Last day to trade the share including the right to participate in the Issue
4 December 2018 First day to trade the share excluding the right to participate in the Issue
5 December 2018 Record date for participation in the Issue
7 – 21 December 2018 Subscription period
28 December 2018 Expected date for announcement of the outcome in the Issue
Shares and share capital
After full subscription in the Issue, and conditional upon all convertible loan notes being converted, 2,000,000 shares will be issued at a conversion price of SEK 5.00. Thus, the Company’s share capital will increase by approximately SEK 164,878.04.
MAQS Advokatbyrå is acting as legal adviser and Mangold Fondkommission AB is acting as issuing agent to the Company in connection with the Issue.
For more information, please contact:
Stein Revelsby, CEO Hoylu +1 213 440 2499 Email: firstname.lastname@example.org
Karl Wiersholm, CFO Hoylu +1 425 829 2316 Email: email@example.com
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. The Hoylu Suite delivers a comprehensive set of personalized connected workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more.
For more information, visit:
www.hoylu.com or www.introduce.se/foretag/hoylu
Marketplaces: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in Hoylu. The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Hoylu. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for convertible loan notes in Hoylu will only be made through the information memorandum that Hoylu published today on November 30, 2018.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia) (“USA”), Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.
No shares or other securities in Hoylu have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.