NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The Board of Directors of Hoylu AB (publ) (“Hoylu” or the “Company”) has, with support of authorization granted by the annual general meeting on 21 May 2021, carried out a directed issue of convertible loan notes corresponding to a value of SEK 19.2 million. Furthermore, the Company’s shareholder Fougner Invest AS has proposed that the Company’s extraordinary general meeting resolves on a directed issue of convertible loan notes of SEK 0.9 million towards COO Truls Baklid and CFO Karl Wiersholm and the board members Johan Lindqvist and Hans Othar Blix. Notice convening the extraordinary general meeting for resolution on the directed issue will be announced through a separate press release.
The right to subscribe for convertible loan notes in the directed issue resolved by the Board of Directors is vested in Fougner Invest AS, Trellevika Invest AS, Fredrik Fougner, Alden AS, TTC Invest AS, Bimo Kapital AS, Helling Invest AS, Andreas Martinussen, Torsen Tankers & Towers AS, Camelback Holding AS, Camelback Eiendom AS, Nucleus Life AG, OneTwo3 AS, Norse Partners AS, Norse AS, Erling Johnsen A/S, Navesta AS, Staco AS, Anglo Invest AS, Frenisa AS, KES AS, Karl-Erik Staubo, and Libert AS (the “Investors”). The reasons for the deviation from shareholders’ preemption rights are to raise capital in a cost and time effective manner, diversify the ownership of the Company. The proceeds from the directed issues will be used to increase the Company’s working capital to enable continued operations and growth. The directed issue to the Investors has been carried out with support of the authorization granted at the annual general meeting on 21 May 2021.
The right to subscribe for convertible loan notes in the directed issue proposed by Fougner Invest AS are the Board members and executives Johan Lindqvist, Hans Othar Blix, Karl Wiersholm, and Truls Baklid. Full details about the proposal will be included in the notice convening the extraordinary general meeting. The proposed directed issue to the Board members and executives is subject to the so-called Leo Act (Chapter 16 of the Swedish Companies Act). Notice convening an extraordinary general meeting for resolution on the directed issue will be announced through a separate press release.
The terms and conditions of the convertible loan notes in both the directed issue decided by the Board of Directors and the proposal by the Company’s shareholder Fougner Invest AS are identical. The convertible loan notes mature on 31 October 2022 and carries an annual interest rate of six (6) per cent. The conversion price for new shares is set at SEK 1.50 and the holder of the convertible instrument has the right to ask for conversion of whole or part of its claim to new shares in the Company commencing on the date of the registration of the issue and up until October 31, 2022.
Share capital, shares and dilution
Upon on full conversion of the convertible loan notes in the directed issue to Investors (excluding accrued interest) the share capital will increase by approximately SEK 1 053 539.42 by issue of 12,779,624 new shares.
Provided that the extraordinary general meeting resolves in accordance with Fougner Invest AS proposal and upon full conversation (excluding accrued interest) the share capital will increase by an additional amount of approximately SEK 48,089.39 by issue of 583,333 new shares.
The dilution for existing shareholders amounts to a maximum of approximately 12.7 per cent.
For mor information, please contact:
Stein Revelsby, CEO Hoylu AB
Tel: +47 905 18588
Ticker symbol: Hoylu
Marketplace: Nasdaq First North Growth Market
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; email@example.com
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This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 08:30 CEST on October 18, 2021.
Release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and people in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Hoylu in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. The information in this press release may not be announced, published or distributed to the United States, Canada, Australia, South Africa, Japan, Hong Kong, Switzerland, Singapore, New Zealand or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
This press release is not a prospectus. Hoylu has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been prepared or will be prepared in connection with the directed new share issue.