H100 Group Secures SEK 28.4 Million Across Convertible Loan and Share Issue
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | Nordic SME Sweden |
| Sektor | Finans |
| Industri | Investeringar |
H100 Group AB (publ) ("H100 Group" or the "Company") has today entered into an investment agreement with Eagles Rising AB (the "Investor"). The Investor has committed to (i) subscribe for SEK 7.350 million in the first tranche of the Company’s convertible loan facility announced on 3 June 2025, (ii) irrevocably underwrite SEK 11.025 million of the Second Tranche and (iii) invest SEK 10 million in a directed share issue, securing a total committed financing of approximately SEK 28.4 million.
Under the Investment Agreement, the Company intends to issue up to five (5) tranches of convertible loans, with a total contemplated size of SEK 277 million. The Investor is entitled to invest in the Company through up to four (4) additional tranches of convertible loans (the “Future Tranches”) for a total amount of approximately SEK 97 million, if such tranches are requested by the lead investor in the convertible, Adam Back in coordination with the Company. The Investor has already irrevocably underwritten its allocation in the Second Tranche. Upon request from Back in coordination with the Company, the Investor will have two (2) business days to confirm participation. If the Investor does not participate within this deadline, the right to participate in all Future Tranches will lapse in full.
Upon confirmation of participation in a tranche, the Investor is obliged to invest SEK 11,025,000 in the second tranche (the “Second Tranche”), SEK 16,537,500 in the third tranche (the “Third Tranche”), SEK 24,806,250 in the fourth tranche (the “Fourth Tranche”) and SEK 37,209,375 in the fifth tranche (the “Fifth Tranche”). The contemplated size for each tranche is SEK 21,000,000 in the first tranche (the “First Tranche”), SEK 31,500,000 in the Second Tranche, SEK 47,250,000 in the Third Tranche, SEK 70,875,000 in the Fourth Tranche and SEK 106,312,500 in the Fifth Tranche.
The final allocation of convertible loans in the First Tranche as well as the size and allocation of any Future Tranches, will be determined by the Company, subject to the Investor being entitled to its allocation as set out above if its participation is confirmed within the applicable deadline.
In addition, the Investor has irrevocably undertaken to subscribe for SEK 10 million in a directed share issue at SEK 1.705 per share. The total issue size is expected to be up to SEK 20 million, and the board of directors will resolve the issue no later than 30 June 2025.
The convertible loans shall bear no interest and, in each case, mature after five (5) years. The loans may at any time, upon request by the investor, be converted into shares of the Company. The conversion price shall be SEK 1.75 per share in the Initial Tranche and, in the event of any Future Tranches, SEK 2.28 in the Second Tranche, SEK 2.96 in the Third Tranche, SEK 3.84 in the Fourth Tranche and SEK 5.00 in the Fifth Tranche. If the Company’s share price trades at a volume-weighted average price (VWAP) exceeding 33 percent above the conversion price for a cumulative period of 20 trading days, the Company retains the right to require conversion.
Assuming a fully subscribed directed share issue of SEK 20 million at a subscription price of SEK 1.705 per share and full conversion of the Initial Tranche of the convertible loan, through the issuance of 142,730,205 new shares, corresponding to a dilution of approximately 19.94 percent.
The directed share issue and the conversion of the loan into shares is conditional on the necessary resolutions to issue new shares being passed by the general meeting or by the board within the framework of an authorization.
The Board has carefully considered the possibility of raising capital through a rights issue but concluded that the directed share issue and the convertible loan structure, including the deviation from existing shareholders’ preferential rights, serves the best interests of the Company. This financing solution ensures swift access to capital while reinforcing the Company’s strategic position through the involvement of value-aligned investors. Further, the directed share issue and the convertible loan structure is deemed to be able to be carried out at a significantly lower cost and with less complexity than a rights issue.
The subscription price and the conversion prices have been determined through arm’s length negotiations with the Investor and taking into account the Company’s financing needs, the alternative cost of other financing and the assessed market interest for an investment in the Company. It is the Board's judgement, based on the above factors, that the conversion price reflects current market conditions and current demand. Against this background, the Board considers the subscription price and the conversion prices to be on market terms.