Hoylu resolves on directed share issues of SEK 15 million, directed set-off share issue, directed issues of convertible loan notes and calls for an extraordinary general meeting
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Hoylu AB (publ) (“Hoylu” or the “Company”) has, subject to the extraordinary general meeting’s subsequent approval resolved to carry out a directed shares issue of 3,750,000 new shares at a subscription price of SEK 4.00 per share, which means that the Company will receive proceeds of SEK 15 million before transaction costs (the “Share Issue”). The price per share in the Share Issue was determined through an accelerated bookbuilding procedure which has been carried out by the Company’s financial advisor Norse Securities AS.
The Share Issue is conditional on that at least SEK 21,553,997.60 of the Company’s outstanding loans are set-off against new shares. Therefore, and in addition to the Share Issue, the Board of Directors has resolved on a set-off issue of no more than 6,657,801 new shares at a subscription price of SEK 4.00 (the “Set-off Issue”). The Share Issue and the Set-off Issue are conditional on approval by the extraordinary general meeting.
In addition, as authorized by the annual general meeting on 16 May 2019, the board of directors have resolved on two directed set-off issue of convertibles loan notes in the total amount of SEK 4,529,041 (the “Convertible Loan Note Issues”). The first Convertible Loan Note Issue comprises an amount of SEK 2,191,875 with a conversion price for new shares of SEK 4.01. The second Convertible Loan Note Issue comprises an amount of SEK 2,337,166 with a conversion price for new shares of SEK 5.00. The convertible loan notes under the Convertible Loan Note Issues can be converted into new shares at any time until 31 December 2019. Upon on full conversion of the convertible loan notes the share capital will increase by approximately SEK 83,596.05 by issue of 1,014,035 new shares. Together with the Set-off Issue, the Convertible Loan Note Issues will further strengthen the balance sheet of the Company.
The reason for deviating from the shareholders’ pre-emption right is to further strengthen the investor base and to provide the Company with strategically important owners. Furthermore, a directed share issues can be implemented much faster and to lower cost than a rights issue. Considering the above and the subscription price, the directed share issues are deemed to be of benefit to the Company and its shareholders.
As stated above, the Share Issue and the Set-off Issue are conditional on the extraordinary general meeting’s approval. Should the extraordinary general meeting approve the Share Issue and the Set-off Issue, these entail a dilution up to approximately 41.18 per cent of the number of shares and up to approximately 41.18 per cent of the votes in the Company, based on the number of outstanding shares after the Share Issue and the Set-off Issue. Through the Share Issue and the Set-off Issue, the number of outstanding shares and votes may increase by no more than 10,407,801 from 14,865,711 to no more than 25,273,512. The share capital may increase by no more than approximately SEK 858,008.91 from SEK 1,225,514.64 to no more than SEK 2,083,523.55.
The notice convening the extraordinary general meeting will be published separately and will contain the Board’s complete decision regarding the Share Issue and the Set-off Issue.
For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: firstname.lastname@example.org
Karl Wiersholm, CFO at 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.
Ticker symbol: Hoylu
Marketplace: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550
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.
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 person set out above, at 08:30 CEST on July 1, 2019.