Lehto Group Plc
June 29, 2022 at 7.15 p.m. (EET)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Lehto Group Plc (“Lehto” or the “Company”) announces the launch of an offering (the “Offering”) of unsecured convertible bonds due June 2027 (the “Convertible Bonds”) convertible into new and/or existing ordinary shares of Lehto (the “Shares”) to institutional and other qualified investors. The Convertible Bonds are expected to be issued in an aggregate maximum initial principal amount of EUR 15 million. The Convertible Bonds may be issued in one or several instalments so that subscriptions of Convertible Bonds have to be made on September 30, 2022 at the latest provided the subscription period is not discontinued earlier.
The biggest shareholder of the Company Lehto Invest Oy (“Lehto Invest”) has undertaken to subscribe for Convertible Bonds for an amount of EUR 8 million in connection with the first issuance of Convertible Bonds. In addition, Lehto Invest has undertaken to subscribe for any Convertible Bonds that have not been subscribed for by other investors by September 30, 2022 provided the maximum aggregate principal amount of Convertible Bonds so subscribed for is EUR 3 million.
The contemplated transaction aims to improve the financing position of the Company and to facilitate the Company’s bank financing arrangement, and the proceeds from the Convertible Bonds will be used for general corporate purposes.
The Convertible Bonds will be issued at 100% of their principal amount of EUR 20,000 per bond, and unless previously converted, repurchased or redeemed, it will be redeemed at par at maturity with accrued interest. PIK interest of 4% will be added to the interest payable at maturity in accordance with the terms and conditions of the Convertible Bonds. The Convertible Bonds are expected to carry a coupon of 6% per annum payable semi-annually in arrear in equal instalments on June 30, and December 31, each year, with the first interest payment date being December 31, 2022.
The initial conversion price is expected to be set at EUR 0.40 per share, which corresponds the closing price of the Company’s share on the stock exchange of Nasdaq Helsinki Ltd. on June 28, 2022. The conversion price will be subject to adjustments for any dividends in cash or in kind, as well as customary anti-dilution adjustments, pursuant to the terms and conditions of Convertible Bonds.
The Shares underlying the special rights connected to the Convertible Bonds represent approximately 42,9% of the total number of Lehto’s issued and outstanding Shares immediately prior to the Offering in maximum, subject to potential adjustments to the conversion price.
The final terms of the Convertible Bonds, including the initial conversion price, are expected to be announced on or about June 30, 2022 at the latest.
First settlement and delivery of the Convertible Bonds is expected to take place on or about July 7, 2022 at the latest.
Aktia Alexander Corporate Finance Oy acts as the Coordinator and Financial Advisor of the Offering. Bird & Bird Attorneys Ltd is acting as the Company’s legal adviser.
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The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong, Singapore or South Africa or in or into any other jurisdiction in which publishing or distributing would be prohibited by applicable law. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release and the Offering are only addressed to and directed at persons in member states of the European Economic Area (each a “Relevant State”) who are “Qualified Investors” within the meaning of Article 2(e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Qualified Investors. This release should not be acted upon or relied upon in any Relevant State by persons who are not Qualified Investors. For the purposes of this release, the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
This release is not a prospectus as referred to in the Prospectus Regulation. Any potential securities offering referred to in this release in any Relevant State are made, as applicable, pursuant to exemptions from the potential obligation to publish a prospectus under the Prospectus Regulation, and this release does not constitute an offer for sale, purchase or subscription of securities or enticement to engage in any investment activity.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered, and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.
This release does not constitute an offer for sale of securities in the United Kingdom.
Aktia Alexander Corporate Finance Oy (“ACF”) acts only for and on behalf of the Company in connection with the Offering. ACF does not hold any other party as their client or cannot be held accountable to advise other parties than the Company with regards to the Offering or other matters referred hereto.
This release may include “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims”, “anticipates”, “assumes”, “believes”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “should”, “will”, “would” and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.