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Kurs & Likviditet

Kursutveckling och likviditet under dagen för detta pressmeddelande

Kalender

2024-08-15 Kvartalsrapport 2024-Q2
2024-04-22 Ordinarie utdelning LUMI 0.00 NOK
2024-02-15 Bokslutskommuniké 2023
2023-11-09 Kvartalsrapport 2023-Q3
2023-11-01 Extra Bolagsstämma 2023
2023-08-16 Kvartalsrapport 2023-Q2
2023-05-10 Kvartalsrapport 2023-Q1
2023-04-24 Årsstämma 2023
2023-04-24 Ordinarie utdelning LUMI 0.00 NOK
2023-02-17 Bokslutskommuniké 2022
2022-11-02 Kvartalsrapport 2022-Q3
2022-08-17 Kvartalsrapport 2022-Q2
2022-05-10 Kvartalsrapport 2022-Q1
2022-04-28 Årsstämma 2022
2022-04-27 Ordinarie utdelning LUMI 1.00 NOK
2022-04-26 Årsstämma 2022
2022-02-17 Bokslutskommuniké 2021
2021-12-14 Extra Bolagsstämma 2021
2021-11-04 Kvartalsrapport 2021-Q3
2021-08-25 Kvartalsrapport 2021-Q2
2021-05-11 Kvartalsrapport 2021-Q1

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorTjänster
IndustriAllmänna tjänster
Lumi Gruppen är verksamma inom utbildningsektorn. Inom koncernen erbjuds ett brett utbud av privatundervisning runtom den norska hemmamarknaden. Verksamheten drivs via flera skolor och undervisning erbjuds till elever inom varierande åldrar. Störst verksamhet återfinns inom Norden. Bolaget grundades år 1989 och har sitt huvudkontoret i Oslo, Norge.
2023-05-31 07:00:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

31 May 2023: Reference is made to the announcement made on 26 April 2023 by Lola
Bidco AS (the "Offeror"), a wholly-owned subsidiary of Hanover Active Equity
Fund III SCA SICAV RAIF, advised by Hanover Investors Management LLP (together,
"Hanover"), regarding the issuance of an offer document (the "Offer Document")
and the start of the offer period (the "Offer Period") for the voluntary
recommended cash offer to acquire all outstanding shares in Lumi Gruppen AS
("Lumi" or the "Company") at a price of NOK 15.25 per Share (the "Offer").
Further reference is made to the announcement on 18 May 2023 stating that the
closing condition for the Offer "Change of control consents under banks
financing agreement", as further set out under section 1.6 (v) of the Offer
Document, was satisfied, and the announcement on 30 May 2023 regarding the
reminder of the last day of the Offer Period.

As of 30 May at 16.30 CEST, subject to customary verification, the Offeror has
received acceptances of the Offer, including irrevocable pre-acceptances, for a
total of 6,393,810 shares, representing approx. 11.6% of the outstanding shares
and voting rights in the Company, which together with the 18,018,505 shares
owned by Hanover amounts to 24,612,315 shares, representing approx. 44,6% of
Lumi's total share capital.

A condition of the Offer, as further set out under section 1.6 of the Offer
Document, is that the Offer is accepted by shareholders of the Company (together
with shares already owned by the Offeror) representing more than 90% of the
outstanding shares and voting rights in the Company. The Offeror has decided to
waive the minimum acceptance condition under the Offer.

In order to provide the shareholders of Lumi an opportunity to accept the Offer,
the Offeror has extended the offer period until 6 June 2023 at 16:30 CEST in
accordance with Section 1.9 (Offer Period) and 1.14 (Amendments of the Offer) of
the Offer Document. Shareholders who want to accept the Offer must before expiry
of the extended Offer Period fill out and return the acceptance form, which is
included in the Offer Document, to Pareto Securities AS, acting as receiving
agent for the Offer, including by email to acceptance@paretosec.com, see section
1.11 of the Offer Document.

As a consequence of the Offeror waiving the "Minimum Acceptance" condition, the
Offeror has undertaken to launch a subsequent offer within 3 weeks after
completion of the Offer. The subsequent offer, as further set out in section 1.6
(i) of the Offer Document, will be at the price of NOK 15.25 per Share. Further
announcements regarding the subsequent offer will be made in due course.

As a consequence of the extension, the settlement of the Offer will be postponed
correspondingly. The other terms and conditions of the Offer will remain
unchanged as set out in the Offer Document section 1.6, and completion of the
Offer continues to be subject to the closing conditions being satisfied.

Settlement of the Offer remains subject to the following conditions (as
described in section 1.6 of the Offer Document) until the settlement of the
Offer: (ii) "Board Recommendation", (iv) "Ordinary conduct of business", (v) "No
material breach of the Transaction Agreement", (vii) "No governmental
interference", (viii) "No Material Adverse Change" and (ix) "No termination of
the Transaction Agreement".


For more information, please refer to the Offer Document. The Offer Document is
available, subject to regulatory restrictions in certain jurisdictions, on
https://paretosec.com/updates/transactions/voluntary-cash-offer-to-acquire-all-o
utstanding-shares-in-lumi-gruppen-as.

ADVISORS

Pareto Securities AS is acting as financial advisor and receiving agent to the
Offeror in connection with the Offer. Wikborg Rein Advokatfirma AS is acting as
legal advisor and CorpCann AS is acting as communications and IR advisor to the
Offeror and Hanover.

ABG Sundal Collier ASA is acting as financial advisor and Advokatfirmaet
Thommessen AS as legal advisor to Lumi in connection with the Offer.

* * *

For further queries, please contact:

Martin Prytz, CFO and Head of Investor Relations
E-mail: IR@lumigruppen.no
Mobile: +47 480 14 078

About Lumi | https://lumiinvestor.com/

Lumi Gruppen is a leading Norwegian education provider founded in 1989. Today,
Lumi Gruppen consists of two main divisions: Sonans and Oslo Nye Høyskole.
Sonans is the market leader in Norway within private candidate exam preparation
courses, and Oslo Nye Høyskole offers high quality bachelor's degrees within
health, social sciences, psychology and business and administration, both on
campus and online.

* * *

IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Company's
shares. Investors may accept the Offer only on the basis of the information
provided in the Offer Document. Offers will not be made directly or indirectly
in any jurisdiction where either an offer or participation therein is prohibited
by applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Company's shares are not
listed on a U.S. securities exchange and that the Company is not subject to the
periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as
amended (the "U.S. Exchange Act"), and is not required to, and does not, file
any reports with the U.S. Securities and Exchange Commission (the "SEC")
thereunder. The Offer will be made to holders of Shares resident in the United
States ("U.S. Holders") on the same terms and conditions as those made to all
other holders of Shares in the Company to whom an offer is made. Any information
documents, including the Offer Document, will be disseminated to U.S. Holders on
a basis comparable to the method that such documents are provided to the
Company's other shareholders to whom an offer is made. The Offer will be made by
the Offeror and no one else. The Offer will be made to U.S. Holders pursuant to
Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II"
tender offer, and otherwise in accordance with the requirements of Norwegian
law. Accordingly, the Offer will be subject to disclosure and other procedural
requirements, including with respect to the offer timetable, settlement
procedures and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.