NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED KINGDOM, THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Hoylu AB (“Hoylu” or the “Company”) hereby announces the outcome of the rights issue which was resolved on the extraordinary general meeting held on 22 March 2023 (the “Rights Issue”). The Rights Issue has been subscribed to a total of 108 per cent, implying that no underwriting commitments will be claimed. The board of directors have, based on the authorisation from the extraordinary general meeting held on March 22, 2023, resolved to issue 66,757,456 shares to accommodate the demand in the Rights Issue by utilising the directed over-allotment option (the “Over-allotment option”). Thus, the Company receives approximately SEK 89.2 million in total from the Rights Issue and the Over-allotment issue, before issue related costs, of which approximately SEK 72.9 million was subscribed for by set-off against claims relating to convertible notes.
- 150,582,852 shares were subscribed for with preferential rights, equivalent to 18.23 per cent of the Rights Issue.
- 61,056 shares were subscribed for without preferential rights, equivalent to 0.007 per cent of the Rights Issue.
- 66,238,702 shares were subscribed for by set-off against convertible loan notes, equivalent to 80.22 per cent of the Rights Issue
Outcome in the Rights Issue
The subscription period in the Rights Issue ended on 5 May 2023. The final outcome shows that a total of 825,695,298 shares have been subscribed for through the Rights Issue and the Company will thus receive approximately SEK 82,569,529 million before issue-related costs of approximately SEK 850,000. The Rights Issue has been subscribed to a total of 108 per cent, where approximately 18.23 per cent was subscribed through the exercise of subscription rights and approximately 0.007 per cent was subscribed for without the exercise of subscription rights. A total of 662,387,024 shares has been paid by way of set-off by subscribers with a claim on the Company relating to convertible notes in the Company, as described in the press release published by the Company on February 13, 2023.
The board of directors have, based on the authorization from the extraordinary general meeting held on March 22, 2023, decided to issue 66,757,456 shares to accommodate the demand in the Rights Issue by utilising the Over-allotment option. The purpose of the deviation from the shareholders’ preferential right is to accommodate the demand in the Rights Issue. The allocation principles in the Over-allotment option follows the allocation principles in the Rights Issue, meaning that 66,757,456 shares will be issued and allocated as shares subscribed for without preferential right.
The subscription price for the shares in the Over-allotment option is SEK 0.10 per share and corresponds to the subscription price in the Rights issue. The shares in the Over-allotment option will be paid through cash and set-off against claims relating to convertible notes. Thus, the Company receives approximately SEK 89.2 million in total from the Rights issue and the Over-allotment option before issue costs, of which approximately a total of SEK 72.9 million was paid by set-off against convertible loan notes.
Allotment of shares subscribed for without the use of subscription rights
Allotment of shares subscribed for without the use of subscription rights has been resolved in accordance with the principles that are stated in the prospectus that the Company published on 19 April 2023 due to the Rights Issue. Notification of such allocation is announced separately through the distribution of settlement notes. Nominee-registered shareholders will receive notification of allotment in accordance with instructions from the respective nominee.
Shares, share capital and dilution
Through the Rights Issue, the number of shares in the Company increases by 825,695,298 shares, from 91,743,922 to 917,439,220 shares. After registration of the resolved reduction in share capital for the purpose of lowering the quota value of the Company’s shares to SEK 0.01, the share capital will increase by SEK 8,256,952.98, from SEK 917,439.22 to SEK 9,174,392.20. The dilution effect for existing shareholders who did not choose to participate in the Rights Issue amounts to 90.00 per cent. After the registration of the Over-Allotment option, the number of shares in the Company will increase by an additional 66,757,456 from 917,439,220 shares to 984,196,676 shares. The share capital will increase by SEK 667,574.56 from SEK 9,174,392.20 to SEK 9,841,966.76.
Paid Subscribed Shares
Trading with BTA (Paid Subscribed Shares) takes place on Nasdaq First North Growth Market until the BTAs have been converted into shares after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 21, 2023.
For more information, please contact:
Truls Baklid, CEO Hoylu AB
Tel: +47 924 38 900
Mangold Fondkommission AB, +46 (0) 8 50 301 550, firstname.lastname@example.org
Hoylu’s Adaptive Workspace opens up a new way for teams to plan, build and engage – so they get the impact they want no matter the industry, department or time. Whatever your management or planning style, Hoylu fits the way you structure your team and integrates all the productivity tools you’re already using. So, you easily plan and complete any project. And when it comes to the work itself, Hoylu gives your team the freedom to drag and drop anything from documents to presentations, and even video conferences. So, anyone can easily share and embed live files for the entire team to work on – all from anywhere, on any device.
For more information: www.hoylu.com
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Publication, announcement, or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law. Recipients of this press release 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 in or into the United Kingdom, the United States, Australia, Japan, New Zealand, South Africa, South Korea, Switzerland, Canada, Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
Within the European Economic Area, no offer is made to the public of securities in any country other than Sweden. In other Member States of the European Union, such an offer may only be made in accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.
This press release may contain certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development, and actual outcomes may differ materially from the statements set forth in the forward-looking information.
Informationen lämnades, genom ovanstående kontaktpersons försorg för offentliggörande den 10 maj 2023 kl. 18:30 CEST.