The Board of Directors in Hoylu AB (publ) (“Hoylu” or the “Company”) has today, based on the authorization granted by the Annual General Meeting on 25 June 2020, resolved, and carried out, a directed share issue of approximately SEK 28.5 million (the “Private Placement”).
In addition, the Board of Directors resolved, subject to the subsequent approval by the shareholders on an extraordinary general meeting, to carry out a directed share issue of up to 535,713 new shares to the Deputy CEO Truls Baklid and the board member Hans Othar Blix (the “Directed Share Issue”). The Board of Directors intends to summon shareholders to an extraordinary general meeting to resolve on the Directed Share Issue. The notice of the extraordinary general meeting will be issued separately, together with complete terms and conditions of the Directed Share Issue.
Summary: The Private Placement
• The Private Placement results in an increase of the Company’s share capital with SEK 839,111.50 through the issue of 10,178,572 new shares.
• The shares have been subscribed and shall be paid in cash within three bank days.
• The subscription price is SEK 2.80 per new share, which is equal to a discount of approximately 2.10 per cent compared to the volume-weighted average price during the last ten trading days in the Company’s shares.
• The investors include Fougner Invest AS, Alden AS, TTC Invest AS, Bimo Kapital AS, Kristianro AS, Helling Invest AS, Robert Keith, Trellevika Invest AS, Camelback Holding AS, Camelback Eiendom AS, Erling Johnsen A/S, Lofast Eiendom AS, Onetwo3 AS, Nucleus Life AG, Norse Partners AS, Libert AS, Navesta AS, Anglo Invest AS, Staco AS, and Windchange Invest AB and Andreas Martinussen.
• The reason for the Private Placement, and the deviation from the shareholders’ preferential right, is to further strengthen the investor base and to provide the Company with strategically important owners (Libert AS, Navesta AS, Anglo Invest AS, Staco AS, and Windchange Invest AB and Andreas Martinussen). Furthermore, a directed share issue can be implemented much faster and to lower cost than a rights issue. The Company needs capital for its continued operations, and the Board's assessment is, considering the above and the proposed subscription price, that a directed share issue is deemed to be of benefit to the Company and its shareholders.
• The Board of Director’s assessment is that the Private Placement under the present circumstances is the Company’s most favourable way to obtain this financing.
• The Private Placement results in a dilution of shares of the existing shareholders of approximately 11.16 per cent, after the registration of the new shares with the Swedish Companies Registration Office.
Summary: The Directed Share Issue
• The Board of Directors has resolved, subject to the subsequent approval by the extraordinary general meeting, on a directed share issue of 535,713 shares to the Deputy CEO Truls Baklid and the board member Hans Othar Blix at a subscription price of SEK 2.80, which is expected to raise proceeds to the Company of SEK 1.5 million.
• The reason for the Directed Share Issue, and the deviation from the shareholders’ preferential right, is that the Deputy CEO and the member of the Board, through their own investment, should be able to access and work for a positive value development of the Company’s shares and thus achieve alignment of interest with the Company’s shareholders.
• Approval on the extraordinary general meeting requires a nine-tenth (9/10) majority vote.
• Subscription shall be made by cash payment during the period from 22 February 2021 until 1 March 2021.
• The complete terms and conditions for the Directed Share Issue will be included in the notice for the extraordinary general meeting, which will be issued separately.
• If fully subscribed and registered with the Swedish Companies Registration Office, the Directed Share Issue, given that the Private Placement been fully subscribed and allotted, may result in a dilution of shares of the existing shareholders of approximately 0.58 per cent.
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
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For more information: www.hoylu.com
Ticker symbol: Hoylu
Marketplace: Nasdaq First North Growth Market
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; firstname.lastname@example.org
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 02:30 CET on 8 February 2021.