Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Tjänster |
Industri | Allmänna tjänster |
2024-04-16 23:19:54
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
16 April 2024
Lumi Gruppen AS ("Lumi Gruppen" or the "Company") refers to the stock exchange
notice dated 17 November 2023, pursuant to which it was announced that the
Company had entered into an unsecured subordinated loan agreement (the "Loan
Agreement") for a loan in the amount of NOK 52,000,000 (the "Loan") with the
Company's 50.7% shareholder, Lola Bidco AS, as lender (the "Lender"), for the
purpose of financing a loan repayment to Nordea as well as payment of certain
fees, costs and expenses related thereto. The Lender is an affiliate of the
Company's largest indirect shareholder Hanover Active Equity Fund III SCA
SICAV-RIAF ("Hanover").
The first repayment instalment of the Loan of NOK 26,000,000 plus accrued
interest falls due on 30 April 2024 (the "First Instalment").
The Company and the Lender have today agreed that the first repayment instalment
of the Loan of NOK 26,000,000, plus accrued unpaid interest of NOK 1,932,433, in
total NOK 27,932,430, shall be converted into equity in the Company (the "Loan
Conversion"), by way of the Company issuing a total of 2,793,243 new shares (the
"Conversion Shares") to the Lender. The subscription price per Conversion Share
has been set to NOK 10 (the "Conversion Price"). The board of directors of the
Company will resolve to issue the Conversion Shares to the Lender on the basis
of the board authorisation to increase the share capital of the Company granted
by the annual general meeting held on 24 April 2023.
Subject to completion of the Loan Conversion, and following registration of the
share capital increase pertaining to the Loan Conversion with the Norwegian
Registry of Business Enterprises (Nw. Foretaksregisteret), the Company's share
capital will be NOK 24,374,563.92, divided into 58,034,676 shares, each with a
par value of NOK 0.42.
The board of directors has carefully and diligently assessed alternative
solutions allowing the Company to meet its obligations under the Loan Agreement,
and based on the alternatives available to it, concluded that the Loan
Conversion was the alternative that best served the common interests of the
Company and its shareholders. This assessment was based upon inter alia that the
Loan Conversion would be carried out at a lower cost, faster and with a lower
completion risk, than the other available alternatives.
In this respect, the board of directors has considered the obligations on equal
treatment of shareholders. In the board's opinion, the Loan Conversion is in
compliance with these requirements. The board's assessment includes inter alia
the following considerations:
o The Company does not have available liquid funds to repay the First Instalment
within the maturity date. The board has considered alternative sources of
financing to ensure repayment of the First Instalment. The Company does not have
available credit lines that can be utilised, nor any prospect that this can be
put in place in time for maturity of the First Instalment