Stockholm, Sweden, February 24, 2020 – The annual general meeting on May 16, 2019 and the extraordinary general meeting on July 19, 2019 of Hoylu AB (publ) ("Hoylu" or the "Company") resolved to authorize the board of directors, with or without deviation from the shareholders' pre-emptive right, on one or more occasions until the end of the next annual general meeting, to resolve to increase the Company's share capital through new issues of shares, warrants or convertibles loan notes to the extent permitted by the Articles of Association (the "Authorization").
The Company announces today that the Board resolved today to carry out a directed issue of convertible loan notes of SEK 10,000,000 to the company’s main shareholders Alden AS and Fougner Invest AS. Alden AS and Fougner Invest AS has today subscribed for convertibles corresponding to a value of 5 million SEK each.
The main terms of the directed issue are shown below.
- The convertible loan amount to SEK 10,000,000 corresponding to 10,000,000 convertible loan notes (the “Convertibles”).
- The right to subscribe for Convertibles in the directed issue, with deviation from the shareholders’ pre-emptive right, is granted to the existing shareholders in the Company; Alden AS and Fougner Invest AS (the “Investors”).
- The Convertibles mature on September 30, 2020 and carries an annual interest rate of 8 per cent.
- The convertible instruments shall entail the right to convert the convertible loan including accrued interest to shares in the company with a quota value of approximately SEK 0.082, at a conversion price being the lowest of (i) SEK 3.20, or (ii) an amount corresponding to the price paid for shares in a Qualified Issue, but newer lower than SEK 1. A Qualified Issue refers to a new issue of shares decided by the Company's Board of Directors or a General Meeting during the period March 1 – August 1, 2020, resulting in issue proceeds totalling at least SEK 15,000,000 being contributed to the Company.
- The holder of the convertible instrument will have the right to ask for conversion of whole or part of its claim to new shares in the company during a period commencing on the date of the board’s issue resolution and up until and including August 1, 2020. The convertible instruments will be due for payment on September 30, 2020, if conversion has not been completed before that date.
- Upon a complete conversion at the conversion price of SEK 3.20, the holders of the convertibles may convert their convertible loans of SEK 10,000,000, including accrued interest of SEK 480,000, for a total of 3,275,000 new shares in Hoylu, which would contribute proceeds of SEK 10,480,000 to Hoylu and raise the share capital with approximately SEK 269,987.79. This would result in a dilution of existing shareholders of approximately 10.0 percent
The reason for the directed issue of the Convertibles and the deviation from the shareholders' pre-emptive right, is to increase the Company's working capital for continued growth and a directed issue is significantly faster and less expensive compared to a rights issue. The Board's assessment is that a directed issue of Convertibles under the circumstances is the Company's most favorable way to obtain financing. The Convertibles issued in the directed issue will not be subject to trading.
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. Hoylu 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: 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 (13:00) CET on February 24, 2020.