Bulletin From Extraordinary General Meeting in Hoylu AB
PRESS RELEASE
Stockholm, 20 February 2024
BULLETIN FROM EXTRAORDINARY GENERAL MEETING IN HOYLU AB
Extraordinary general meeting in Hoylu AB
The extraordinary general meeting in Hoylu AB, 559084-6381 (“Hoylu” or the “Company”), was held today on 20 February 2024 at 10:00 am at Eversheds Sutherland Advokatbyrå at Sveavägen 20 in Stockholm.
All resolutions were passed in accordance with the previously published resolution proposals. Below is a summary of the main resolutions passed by the extraordinary general meeting.
Resolution on new chairman of the board of directors
The general meeting resolved, in accordance with the board of directors’ proposal, to appoint director Reidar Fougner as new chairman of the board of directors. Former chairman Johan Lindqvist remains on the board, which means that the number of board members is unchanged.
Resolution on directed issue of shares in accordance with the proposal from shareholder Alden AS
The general meeting resolved, with required majority, in accordance with the shareholder Alden AS (the “Shareholder”) proposal, to carry out a directed issue of shares of not more than 7,954,546 shares, entailing an increase in the share capital with not more than SEK 1,590,910. The resolution shall otherwise be governed by the following terms.
The shares shall be subscribed for at a price of SEK 1.76, resulting in total subscription proceeds of SEK 14,000,000. The subscription price 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.
The right to subscribe for shares in the directed share issue 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.
Prior to the directed share issue, the Shareholder has also considered the possibility to propose that the Company raises capital through a rights issue but has 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 share issue. Furthermore, the current climate on the stock market means that in the event of a rights issue, it is likely that the rights issue would not be subscribed to the required extent and that guarantee commitments must therefore be procured to ensure that the Company is provided with sufficient capital, which in turn risks incurring additional costs and/or further dilution depending on the type of consideration paid for such guarantee commitments. Other alternatives, including the raising of a long-term loan, have also been considered but have either been deemed to entail too high costs or not to generate sufficient working capital and thus not to be in the interest of the Company or its shareholders.
Provided this, the Shareholder has made the assessment that a directed new share issue on the proposed terms is the most favorable for the Company and its shareholders, especially because the Company is in need of immediate financing. The Shareholder also assesses that the subscription price, which corresponds to the closing price of the Company’s shares on Nasdaq First North Growth Market for the last completed trading day and has been negotiated with the subscribers on arm’s length, is to be on market terms. The reason why the above shareholders are entitled to subscribe in the proposed directed share issue is that they have previously invested and supported the Company in times of financial difficulties.
Shares, share capital and dilution
Through the directed share issue, the total number of shares in the Company will increase by 7,954,546 shares, from 49,209,834 shares to 57,164,380 shares, and the share capital will increase by SEK 1,590,910 shares, and the share capital will increase by SEK 1,590,910 from SEK 9,841,966.8 to SEK 11,432,876.8. This corresponds to a dilution effect of approximately 13.91 per cent of the total number of shares and votes in the Company.
For more information contact:
Truls Baklid, VD på Hoylu +47 924 38 900 E-mail: tob@hoylu.com
Kjartan Berge Steinshamn, CFO på Hoylu +47 48 12 76 73 E-mail: kbs@hoylu.com
About Hoylu
Hoylu’s visual collaboration technology empowers distributed teams to translate ideas into actions. Large enterprises as well as small and medium companies rely on Hoylu to run projects, programs, and initiatives across time zones and continents as seamlessly as when working in the same room. For more information: www.hoylu.com
Ticker: Hoylu
Market place: Nasdaq First North Growth Market (Stockholm)
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550; ca@mangold.se
Publication
The information was submitted for publication, through the agency of the contact persons set out above, at 11:40 am CET on 20 February 2024.
