Loudspring arranges a rights issue of approximately EUR 2.5 million

Loudspring Oyj
Company release, inside information
17 February 2022, 13:45 (EET)

Based on authorization granted by the Extraordinary General Meeting on 16 February 2022, the Board of Directors of Loudspring Oyj ("Loudspring" or the "Company") has today decided to arrange a rights issue totaling approximately EUR 2.5 million (the "Offering"). The Offering consists of a maximum of 23,880,845 new class A shares (the "Offer Shares"). The subscription price used in the Offering is EUR 0,104 per Offer Share in Finland and SEK 1,096 per Offer Share in Sweden.

Reasons for the Offering and use of proceeds

Loudspring is transforming into an industrial company with its 100% subsidiary Eagle Filters Oy as its core business. Eagle Filters Oy provides filtration products and materials as well as PPE. Eagle Filters Oy's customers include some of the world's largest utilities and industrial companies. The company's proprietary technology enables large scale cost savings and CO2 emission reductions.

Eagle Filters Oy has incurred higher than anticipated costs related to pandemic induced logistics and sourcing challenges, moving its production in-house as well as entering the PPE market. Hence, Eagle Filters and Loudspring need to secure additional financing. To strengthen its financial position, Loudspring has decided to arrange the Offering. In addition to the Offering, Loudspring may renegotiate the repayment schedule of its debt obligations. To service its medium to long term funding needs, Loudspring also targets to exit its shareholding in Nuuka Solutions Oy. Loudspring believes that it will be able to exit Nuuka Solutions Oy in a reasonable timeframe on attractive terms.

CEO, Loudspring, Jarkko Joki-Tokola: "This rights issue gives us resources to progress towards our growth targets. I believe in the opportunities and growth prospects ahead of us. This issue allows all shareholders to participate."

Terms of the Offering

The terms and conditions of the Offering are attached to this release. The main terms for the Offering are presented below.

•   All shareholders (both holders of class A shares and class K shares) registered in Loudspring's shareholder register maintained by Euroclear Finland Ltd ("Euroclear Finland") or Euroclear Sweden AB ("Euroclear Sweden") will receive one (1) book-entry subscription right (the "Subscription Right") for each share held on the Offering record date 24 February 2022. Two (2) Subscription Rights entitle the holder to subscribe for one (1) Offer Share.

•   The Company's Board of Directors has resolved to offer class A shares for subscription also to holders of class K shares of the Company. The Company's Board of Directors has estimated that this resolution is expected to increase the probability for a successful Offering. The Board of Directors considers that this constitutes weighty financial grounds in accordance with Chapter 9, Section 4 of the Companies Act for the Company to deviate from the shareholders' share class specific pre-emptive subscription right.

•   The last day of trading including the Subscription Rights on 22 February 2022 and the first day of trading excluding the Subscription Rights on 23 February 2022.

•   The Subscription Rights are registered in the shareholders' book-entry accounts in the book-entry system maintained by Euroclear Finland approximately on 25 February 2022 and Euroclear Sweden approximately on 28 February 2022.

•   The Subscription Rights are traded on First North Growth Market Finland and First North Growth Market Sweden between 1 March 2022 and 10 March 2022.

•   The subscription price is EUR 0,104 per Offer Share in Finland and SEK 1,096 per Offer Share in Sweden.

•   The subscription period for the Offer Shares (the "Subscription Period") begins on 1 March 2022 at 09:30 Finnish time (08:30 Swedish time), and ends on 17 March 2022 at 16:30 Finnish time (15:30 Swedish time) in Finland and on 15 March 2022 in Sweden at 16:30 Finnish time (15:30 Swedish time).

•   The following function as subscription locations of the Offering: In Finland, custodians, and account operators and in Sweden, Aqurat Fondkommission AB's website at https://www.aqurat.se/ (https://www.globenewswire.com/Tracker?data=OpeS_8N375RrcRAUX_LFVpKEN7HEbxB6Yn5WoWM3X7JJdC12p-BXRgIoBYvN1LNV4jFAiEfcpOjSUj_5bqWQbMcn2Z8xyMJyvKx6CWlnofE=) and Aqurat Fondkommission AB's premises at Kungsgatan 58, 111 22 Stockholm, Sweden (info@aqurat.se,tel. +46 8-684 05 800).

•   After the subscription, temporary shares corresponding to the Offer Shares subscribed for based on the Subscription Rights (the "Temporary Shares") will be entered into the subscriber's book-entry account.

•   Trading in the Temporary Shares will commence on First North Growth Market Finland and on First North Growth Market Sweden as their own special share class approximately on 1 March 2022.

•   The Temporary Shares will be combined with the Company's current class A shares after the Offer Shares have been registered into the Trade Register.

•   The Offer Shares will be entered into the subscriber's book-entry account once they have been entered into the Trade Register.

•  Approximately EUR 2.5 million before transaction costs is expected to be raised in the Offering if fully subscribed.

•   The Offering is secured to EUR 1.3 million by subscription commitments of the existing shareholders.

Subscription commitments

Loudspring has received subscription commitments totaling EUR 1.3 million for the Offering. The subscription commitments have been given by the existing shareholders CEO of Loudspring Jarkko Joki-Tokola (EUR 500,000) and private investors Ville Väätäjä (EUR 500,000), and TA Ventures Oy (EUR 300,000).

Basic information document

The Company has prepared a basic information document (perustietoasiakirja) in accordance with Chapter 3, Section 2 of the Securities Markets Act for the Offering which will be available together with the documents attached thereto on the Company's website (www.loudspring.earth) approximately on 25 February 2022. 

Indicative timetable for the Offering

17 February Resolution regarding the Offering
2022 by the Board of Directors
22 February Last day of trading including the
2022 Subscription Rights
23 February First day of trading excluding
2022 the Subscription Rights
24 February Record date for the Offering
2022
25 February Basic information document is
2022 published
1 March - Trading period of Subscription
10 March Rights
2022
1 March Trading starts in Intermediary
2022 Shares (BTA)
1 March - The Subscription Period for the
15 March Offering in Sweden
2022
1 March - The Subscription Period for the
17 March Offering in Finland
2022
22 March Announcement of the outcome of
2022 the Offering
4 April Last day of trading in the
2022 Temporary Shares on First North
Finland
8 April Last day of trading in the
2022 Temporary Shares on First North
Sweden

LOUDSPRING OYJ

IMPORTANT NOTICE

This release or the information contained therein shall not be distributed, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. The information contained in this release do not constitute an offer of, or invitation to purchase any securities in any area, where offering, procurement of or selling such securities would be unlawful prior to registration or exemption from registration or any other approval required by the securities regulation in such area. This release is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations issued by virtue of it. Loudspring has not registered, and does not intend to register, any offering of securities in the United States. No actions have been taken to register the shares or the offering anywhere else than in Finland.

The information contained herein shall not constitute an offer of, or invitation to purchase any securities in any jurisdiction. This release is not a prospectus and does not constitute any offer, invitation or investment advice to subscribe for or purchase securities. Investors should not subscribe for or purchase any securities or make any investment decisions referred to herein except on the basis of information contained in the basic information document issued by Loudspring.