Release details

2018-10-30 20:00 CET
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Hoylu AB: The board in Hoylu AB (publ) has by authorisation from the annual general meeting resolved to carry out a directed issue,

Not for distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore or South Africa or any other jurisdiction in which the distribution of this press release would be unlawful or would require registration or other measures besides those required by Swedish law. Additional restrictions apply, see the important information at the end of the press release.

The board in Hoylu AB (publ) has by authorisation from the annual general meeting resolved to carry out a directed issue, with derogation from shareholders' pre-emption rights, of convertible loan notes to chosen shareholders of MSEK 10. The board also resolved, conditional upon approval from a general meeting, to carry out a rights issue with reparation character and with pre-emption rights for remaining shareholders of convertible loan notes of a maximum of MSEK 10  

The annual general meeting in Hoylu AB (publ) ("Hoylu" or the "Company") resolved on 16 May 2018 to authorise the board of directors, on one or more occasions, during the period until the end of the next annual general meeting to resolve to increase the Company's share capital by issue of shares, or issue of warrants, or convertible loan notes, with or without derogation from shareholders' pre-emptive rights, within the limits from time to another of the articles of association of the Company (the "Authorisation"). The Authorisation was registered by the Swedish Companies Registration Office (Sw. Bolagsverket) on 18 June 2018.   

On 29 October 2018, the board has by the Authorisation resolved to carry out an issue of convertible loan notes of MSEK 10 with derogation from the shareholders' pre-emption rights to certain shareholders (the "Directed Issue"). In addition, the board has resolved to carry out a subsequent rights issue of convertible loan notes of a maximum of MSEK 10 with pre-emption rights for all other shareholders to repair the potential dilutive effect caused by the Directed Issue (Sw. Reparationsemission) (the "Reparation Issue"). The resolution is conditional upon approval from an extraordinary general meeting in the Company. A potential conversion of the convertible loan notes from the Reparation Issue exceeds the limit for shares in the Company's articles of association. Thus, the board's resolution is conditional of resolution by an extraordinary general meeting to extend the limit for shares of the Company's current articles of association. The board will announce notice to attend extraordinary general meeting by a separate press release.       

The major terms and conditions of the Directed Issue are stated below.

  • The Directed Issue shall be of a total amount of SEK 10,000,000 and a nominal amount of SEK five (5) per convertible loan note.
     
  • The conversion price shall amount to SEK 5.00 per share, which corresponds to approximately 100 per cent of the closing price for Hoylu's share on Nasdaq First North on 29 October 2018.
     
  • At a conversion of SEK 5.00, a maximum of 2,000,000 shares will be issued in relation to the Directed Issue.
     
  • The convertible loan carries an annual interest rate of 8.00 per cent.
     
  • The right to subscribe for convertible loan notes in the Directed Issue shall, with derogation from the shareholders' pre-emption right, vest the existing shareholders in the Company; Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS and the non-current shareholders; Capmate AB and Dukat AS.
     
  • Above mentioned investors have in total invested SEK 10,000,000 corresponding to 2,000,000 convertible loan notes in the Company.
     
  • The reason for carrying out the Directed Issue with derogation from the shareholders pre-emption rights is to provide the Company with liquid funds to continue expanding the business of the Company. The board believes that the Directed Issue at this time is the best way to finance the Company. The board is of the view that the Directed Issue allows a faster and less expensive capital raise to the Company, than by an issue with pre-emption rights for the shareholders, and thus together with the terms and conditions described above be of advantage for the Company and its shareholders.
     
  • The convertible loan notes issued in the Directed Issue will not be subject to trade.   

The major terms and conditions of the Reparation Issue are stated below.

  • The Reparation Issue shall be of a maximum amount of a maximum of SEK 10,000,000 and a nominal amount of SEK five (5) per convertible loan note.
     
  • The conversion price shall amount to SEK 5.00 per share, which corresponds to approximately 100 per cent of the closing price for Hoylu's share on Nasdaq First North on 29 October 2018.
     
  • At a conversion of SEK 5.00, a maximum of 2,000,000 shares will be issued in relation to the Reparation Issue.
     
  • The convertible loan carries an annual interest rate of 8.00 per cent.
     
  • Those who are registered as shareholders in Hoylu on the record date on 5 December 2018, with excemption from below mentioned shareholders, will have pre-emption rights to subscribe for convertible loan notes in the Reparation Issue. For every existing share two (2) unit rights are received. Fifteen (15) unit rights entitles to subscription for one (1) unit. Every one (1) unit consists of one (1) convertible loan note at a nominal amount of SEK five (5). Convertible loan notes not subscribed for by exercise of unit rights shall primarily be allotted to those who have subscribed for convertible loan notes by exercise of unit rights and have subscribed for additional convertible loan notes without exercise of unit rights, and secondly be allotted to others that have subscribed without exercise of unit rights. The shareholders Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS will not, due to their respective participation in the Directed Issue, be allowed to participate in the Reparation Issue with exercise of their respective unit rights.
     
  • The reason for carrying out the Reparation Issue with derogation from some of the shareholders pre-emption rights is to provide the Company with liquid funds to continue expanding the business of the Company and to repair the potential dilutive effect that may occur in a conversion for shares due to the Directed Issue. The board believes that the Directed Issue and Reparation Issue at this time are the best ways to get additional capital to the Company on.
     
  • The convertible loan notes issued in the Reparation Issue will not be subject to trade.  

Timetable Reparation Issue 

29 November 2018 Expected date for publication of Investment Memorandum
3 December 2018 Last day to trade the share including the right to participate in the Reparation Issue
4 December 2018 First day to trade the share excluding the right to participate in the Reparation Issue
5 December 2018 Record date for participation in the Reparation Issue
7 - 21 December 2018 Subscription period
28 December 2018 Expected date for announcement of the outcome in the Reparation Issue

Shares and share capital
After completion of the Directed Issue and full subscription in the Reparation Issue, and conditional upon all convertible loan notes being converted, 4,000,000 shares will be issued at a conversion price of SEK 5.00. Thus, the Company's share capital will increase by approximately SEK 329,756.08.

Dilutive effect
After Conversion to shares of all convertible loan notes issued in the Directed Issue, existing shareholders who have not participated in the Directed Issue will be diluted by 11.86 per cent of the total capital and votes in relation to the registered number of shares and share capital in the Company at the date of the announcement of this press release.  

After Conversion to shares of all convertible loan notes issued in the Reparation Issue, existing shareholders who have not participated in the Directed Issue nor the Reparation Issue will be diluted by 10.60 per cent of the total capital and votes in relation to the registered number of shares and share capital in the Company at the date of the announcement of this press release. 

Prospectus/Investment Memorandum
The prospectus requirements do not oblige the Company to draft and publish a prospectus in connection with the Directed Issue and the Reparation Issue. However, the Company will draft an Investment Memorandum, which is expected to be published on or around 29 November 2018.

Advisers
MAQS Advokatbyrå is acting legal adviser to the Company in connection with the Directed Issue and the Reparation Issue and Mangold Fondkommission AB is acting as issuing agent in connection with the Reparation Issue.

For more information, please contact:
Stein Revelsby, CEO Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO Hoylu +1 425 829 2316 Email: kw@hoylu.com

Om Hoylu
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.

For more information, visit:
www.hoylu.com or www.introduce.se/foretag/hoylu

Ticker: Hoylu
Marketplaces: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550

Publication
This information is information that Hoylu AB (publ) 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 20.00 CET on October 30, 2018.

Important Information
The information in this press release does contain or constitute an offer to acquire, subscribe or otherwise trade in shares in Hoylu. The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Hoylu. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for convertible loan notes in Hoylu will only be made through the Information Memorandum that Hoylu estimates to publish on or around 29 November 2018.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia) ("USA"), Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

No shares or other securities in Hoylu have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the  Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

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