The information in this press release is not intended for distribution, publication or public release, directly or indirectly, in or into, Australia, Canada, Japan, the United States or any other jurisdiction where the publication or distribution of this press release may be unlawful.
Please see the important notice at the end of this announcement.
The Board of Directors in Hoylu resolves on a Rights Issue of approximately SEK 13.7 million and carries out a Private Placement of SEK 6.25 million
The Board of Directors in Hoylu AB ("Hoylu" or the "Company") today resolved on a rights issue of approximately SEK 13.7 million (the "Rights Issue").
The Board of Directors today also resolved and carried out a private placement of SEK 6.25 million to Alden AS, Fougner Invest AS, Helling Invest AS and Magnus Tvenge.
The proceeds from the share issues will primarily be used to give the Company additional working capital.
Summary
- The Board of Directors has resolved on a Rights Issue where no more than 4,268,446 shares may be issued, with preferential rights for the Company's shareholders, at a subscription price of SEK 3.20 per share. The Rights Issue may result in an addition of capital of up to SEK 13.7 million to the Company.
- Subscription of shares in the Rights Issue shall be made during the period from and including 17 January 2020 up until and including 31 January 2020. The record date for the Rights Issue is 15 January 2020.
- The Board of Directors has today also resolved and carried out a private placement of 1,953,125 shares to the shareholders Alden AS, having subscribed for 625,000 shares, Fougner Invest AS, having subscribed for 625,000 shares, Helling Invest AS, having subscribed for 625,000 shares, and Magnus Tvenge, having subscribed for 78,125 shares, at a subscription price of SEK 3.20 per share. Payment for subscribed shares in the private placement shall be made by cash payment or by set-off of claims against the Company.
- The proceeds from the share issues will primarily be used to give the Company additional working capital.
- Since the Rights Issue aims to give all shareholders the opportunity to subscribe for newly issued shares at the same subscription price as in the private placement, the Company has not procured any guarantee commitments or obtained subscription commitments regarding the Rights Issue.
Motives for the share issues
The reason for the private placement of shares and the deviation from the shareholders' preferential right, is to immediately increase the Company's working capital to enable continued growth. A private placement accomplishes this significantly faster and to a lower cost compared to a rights issue. The Board of Director's assessment is that the private placement under the present circumstances is the Company's most favorable way to obtain this financing.
The Rights Issue is, besides for the above-mentioned reasons, carried out to give all shareholders the opportunity to subscribe for newly issued shares at the same subscription price as in the private placement.
Conditions for the Rights Issue and timetable
General
The Board of Directors' resolution on the Rights Issue results in that the Company's share capital may be increased by a maximum of SEK 351,887 through a new share issue of a maximum of 4,268,446 shares. Payment for subscribed shares shall be made by cash payment. The Company's shareholders shall have preferential right to subscribe for the shares, whereas 1 existing share entitles to 1 subscription right and 6 subscription rights entitles to the subscription of 1 new share. The record date for establishing which shareholders have the right to subscribe for shares with preferential right is 15 January 2020.
The subscription price is SEK 3.20 per new share. Subscription for shares shall be made from and including 17 January 2020 up until and including 31 January 2020. The Rights Issue may result in an addition of capital of up to SEK 13.7 million to the Company (excluding administrative costs for the share issue).
Existing shareholders who choose not to participate in the Rights Issue will, provided that the Rights Issue is fully subscribed, have their ownership diluted by approximately 14.3 percent, after the registration of the new shares with the Swedish Companies Registration Office.
Complete conditions and instructions for the Rights Issue will be made available before the subscription period starts.
Indicative timetable
| 13 January 2020 | Last day of trading including the right to receive Subscription Rights |
| 14 January 2020 | First day of trading excluding the right to receive Subscription Rights |
| 15 January 2020 | Record date for the Rights Issue |
| 17 January 2020 - 29 January 2020 | Trading period for the Subscription Rights on Nasdaq First North Growth Market |
| 17 January 2020 - 31 January 2020 | The Subscription Period for the Rights Issue |
Conditions for the private placement
The Board of Directors' resolution on the private placement results in that the Company's share capital increases with SEK 161,013.71 through a new share issue of 1,953,125 shares. The shares have been subscribed by the shareholders Alden AS, having subscribed for 625,000 shares, Fougner Invest AS, having subscribed for 625,000 shares, Helling Invest AS, having subscribed for 625,000 shares, and Magnus Tvenge, having subscribed for 78,125 shares.
The subscription price is SEK 3.20 per new share. Payment must be made in cash or by set-off of claims no later than 10 January 2020.
The reason for the deviation from the shareholders' preferential right is that the Board of Directors considers that the Company immediately needs additional working capital. The subscription price has been agreed upon following negotiations between the Company and the subscribers, and is deemed to represent the shares market value.
The private placement results in a dilution of shares of the existing shareholders of approximately 7.1 percent, after the registration of the new shares with the Swedish Companies Registration Office.
For more information, please contact:
Stein Revelsby, CEO at Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO at Hoylu +1 425 829 2316 Email: kw@hoylu.com
About Hoylu AB
Hoylu delivers innovative enterprise solutions to allow global teams to collaboratively plan, create and share information that enrichen the user experience in the virtual office. Hoylu delivers a comprehensive set of personalized Connected Workspaces to enable teams across locations, on any device, to work smarter and with more fun across major industries including Engineering, Education, Pharmaceutical, Construction, Manufacturing, Graphic Design and many more. For more information: www.hoylu.com.
Ticker symbol: Hoylu
Marketplace: Nasdaq First North Growth Market
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550, ca@mangold.se
Important notice
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in the Company.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Japan, Canada, the United States or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. Nor may this press release be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.
The subscription rights, paid subscribed shares and shares in the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares or shares may be offered, subscribed for, exercised, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States. There will be no public offering of such securities in the United States.
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 10:45 PM CET on January 7, 2020.
