The board of directors of Hoylu AB (“Hoylu” or the “Company”) has been requested by shareholder Alden AS, representing 18.1 per cent of the shares in the Company (the “Shareholder”), to call for an extraordinary general meeting to resolve on a directed issue of shares of approx. SEK 14 million towards certain shareholders and members of the board of directors, executives, and thereto related parties. Notice convening the extraordinary general meeting for the resolution on the proposed directed issue of shares will be announced through a separate press release.
Directed issue of shares proposed by shareholder Alden AS
The right to subscribe for shares in the proposed directed issue of shares shall vest in Fougner Invest AS, Alden AS, TTC Invest AS, Windchange Invest AB, Bimo Kapital AS, Baklid Invest AS, Helling Invest AS, Frenisa AS, Norse Partners AS, Trellevika Invest AS, Camelback Holding AS, KES AS, OneTwo3 AS, Skadi AS, Norse AS, Erling Johnsen A/S, Torsen Tankers, Robert Keith, Nucleus Life AG, Camelback Eiendom, Golhus AS and Fredrik Fougner at a subscription of SEK 1.76 per share, which corresponds to the volume-weighted average price (VWAP) for the Company’s share on Nasdaq First North Growth Market from January 1, 2024, up until January 31, 2024. Prior to the proposal of the directed issue of shares, the Shareholder considered the possibility of raising capital through a rights issue but concluded that a rights issue would be significantly more time consuming and entail significantly higher costs and increased exposure to potential market volatility compared to a directed issue.
Furthermore, the Shareholder considered that the current stock market climate makes it likely that, in the case of a rights issue, the issue would not be subscribed to the required extent and that guarantee commitments would therefore have to be procured to ensure that the Company is provided with sufficient capital, which in turn risks entailing additional costs and/or further dilution depending on the type of consideration paid for such a guarantee subscription. Other options, including the raising of a long-term loan, have also been considered but were either considered too costly or would not provide sufficient working capital and were therefore not considered to be in the best interests of the Company or its shareholders. In view of the above, the Shareholder has considered that a directed issue of shares on the proposed terms is the most advantageous for the Company and its shareholders, especially in view of the Company's need for immediate financing to clear overdue debt and for continued expansion of the business. The Shareholder also assesses that the subscription price, which corresponds to the volume-weighted average price (VWAP) for the Company’s share on Nasdaq First North Growth Market from January 1, 2024, up until January 31, 2024, is to be considered on market terms. The reason why the above shareholders have the right to subscribe in the proposed directed share issue is due to their history of investing and supporting the Company in times of financial difficulties.
Full details about the proposal will be included in the notice convening the extraordinary general meeting. Since the proposed directed issue is towards inter alia board members and executives the directed issue is thereby subject to the so-called Leo Act (Chapter 16 of the Swedish Companies Act). Notice convening an extraordinary general meeting for resolution on the directed issue will be announced through a separate press release.
Share capital, shares, and dilution
Provided that the extraordinary general meeting resolves in accordance with the Shareholder’s proposal, the share capital will increase by approximately SEK 1,590,909 by the issue of 7,954,546 new shares. Provided that the extraordinary general meeting resolves to carry out the proposal, the dilution for existing shareholders amounts to a maximum of approximately 13,91 per cent.
For more information, please contact:
Truls Baklid, CEO Hoylu AB
Tel: +47 924 38 900
Email: tob@hoylu.com
Certified Adviser:
Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se
About Hoylu
Hoylu is an easy-to-use, cloud-based project management and whiteboarding tool that revolutionizes how distributed teams plan and visualize projects. Our software seamlessly combines whiteboarding, task management, and planning, offering a single, collaborative software solution.
For more information: www.hoylu.com
Try Hoylu for free: https://app.hoylu.com/
Publication
This information is information that Hoylu AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 21:45 CET on 1st of February 2024.
