NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA,SOUTH AFRICA ,NEW ZEALAND ,JAPAN ORTHE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL16 April 2024 Lumi Gruppen AS ("Lumi Gruppen" or the "Company") refers to the stock exchange notice dated17 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 ofNOK 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 ofNOK 26,000,000 plus accrued interest falls due on30 April 2024 (the "First Instalment"). The Company and the Lender have today agreed that the first repayment instalment of the Loan ofNOK 26,000,000 , plus accrued unpaid interest ofNOK 1,932,433 , in totalNOK 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 toNOK 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 on24 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 ofBusiness Enterprises (Nw. Foretaksregisteret), the Company's share capital will beNOK 24,374,563.92 , divided into 58,034,676 shares, each with a par value ofNOK 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; o A rights issue will take relatively long time to complete and will be at a significantly higher cost on the Company compared to the Loan Conversion, particularly in light of the relatively limited size of the issue. In order to carry out a rights issue, a prospectus would have to be prepared, an investment bank would have to be engaged to handle subscriptions and process; o A possible alternative considered by the board was to carry out a private placement for cash consideration, directed at some of the Company's larger shareholders. However, the board concluded that the Loan Conversion was a better alternative for the Company and its shareholders, all relevant factors taken into consideration, including with respect to cost, time to completion and completion risk; o The share capital increase will reduce the Company's interest bearing debt by an amount equal to the First Instalment, thereby strengthening the Company's balance sheet and reducing the Company's interest costs; o The Loan Conversion will be completed at a subscription price that closely corresponds to the latest registered trades at Euronext Growth on15 April 2024 . The liquidity in the Company's shares is limited, but the recent registered trades support that the Conversion Price reflect fair market value of the Company. InFebruary 2024 , Nordea provided an equity research report commissioned by the Company, which concluded with a fair market value range ofNOK 7-12 per share. Accordingly, this equity research also supports that the Conversion Price reflect fair market value. o The Loan Conversion will result in a limited dilution of the other shareholders and will not result in any change inHanover's shareholder rights in the Company. As far as the board is aware, no other shareholders will, as a result of the Loan Conversion, fall below any control threshold. Accordingly, the Loan Conversion will not result in any shift in the control situation in the Company. Regardless of the above, the board wishes to give the shareholders of the Company the opportunity to vote on whether the board shall be granted with an authorisation to increase the Company's share capital for the purpose of allowing the board to consider if a subsequent repair offering shall be carried out. A proposal for such resolution to grant an authorisation to the board, including with respect to the maximum size of a subsequent repair offering, will therefore be included on the agenda in connection with the annual general meeting planned in May. If a subsequent repair offering is resolved to be carried out in accordance with the above, the subsequent repair offering will, subject to applicable securities laws, be carried out on the basis of a per share subscription price equal to the Conversion Price and be directed towards existing shareholders in the Company (except the Lender and other affiliates ofHanover ) as of the date of any resolution to carry out the subsequent repair offering (such date to be communicated separately in conjunction with any resolution to carry out the subsequent repair offering). For further information please contact:Martin Prytz , CFO and Head of Investor Relations E-mail: IR@lumigruppen.no Mobile: +47 480 14 078 This information is subject to the disclosure requirements pursuant to section 3.10 of Euronext Growth Rulebook II. Thisstock exchange was published byMartin Prytz on the time and date provided. About Lumi: 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 inNorway 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.
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