Hoylu AB: Hoylu AB (publ) publishes information memorandum due to convertible loan note issue

Not for distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore or South Africa or any other jurisdiction in which the distribution of this press release would be unlawful or would require registration or other measures besides those required by Swedish law. Additional restrictions apply, see the important information at the end of the press release.

The extraordinary general meeting in Hoylu AB (publ) (“Hoylu” or the “Company”) resolved on 28 November 2018 to approve the board of directors resolution to execute an issue of convertible loan notes of a maximum of SEK 10 million with pre-emption rights for the shareholders, with exemption from the shareholders Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS (the “Issue”). The Company carried out a directed issue of convertible loan notes to the aforementioned shareholders, why the reason for derogating from mentioned shareholders’ pre-emptive right is to provide the Company with additional liquid funds to continue expanding the business of the Company but also to repair the potential dilutive effect that may occur in a conversion for shares due to the directed issue.  

The Company has due to execution of the Issue drafted an information memorandum with information of the Company and the complete terms and conditions of the Issue to investors. The information memorandum is published and available on the Company’s website (www.hoylu.com) and Mangold Fondkommission’s website (www.mangold.se). 

The major terms and conditions of the Issue are stated below.

·    The Issue shall be of a maximum amount of a maximum of SEK 10,000,000 and a nominal amount of SEK five (5) per convertible loan note.

·    The conversion price shall amount to SEK 5.00 per new share, which corresponds to approximately 100 per cent of the closing price for Hoylu’s share on Nasdaq First North on 29 October 2018 (the date of announcement of the board’s resolution to carry out the Issue).

·    At a conversion of SEK 5.00, a maximum of 2,000,000 shares will be issued in relation to the Issue.

·    The convertible loan carries an annual interest rate of 8.00 per cent.

·    Those who are registered as shareholders in Hoylu on the record date on December 5, 2018, with exemption from the shareholders Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS, will have pre-emption right to subscribe for convertible loan notes in the Issue. For every existing share two (2) unit rights are received. Fifteen (15) unit rights entitles to subscription for one (1) unit. Every one (1) unit consists of one (1) convertible loan note at a nominal amount of SEK five (5).

·    Convertible loan notes not subscribed for by exercise of unit rights shall primarily be allotted to those who have subscribed for convertible loan notes by exercise of unit rights and have subscribed for additional convertible loan notes without exercise of unit rights, and secondly be allotted to others that have subscribed without exercise of unit rights. The shareholders Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS will not, due to their respective participation in the directed issue, be allowed to participate in the Issue with exercise of their respective unit rights.

·    The convertible loan notes issued in the Issue will not be subject to trade.  

Timetable of the Issue 
3 December 2018    Last day to trade the share including the right to participate in the Issue
4 December 2018    First day to trade the share excluding the right to participate in the Issue
5 December 2018    Record date for participation in the Issue
7 – 21 December 2018    Subscription period
28 December 2018    Expected date for announcement of the outcome in the Issue

Shares and share capital
After full subscription in the Issue, and conditional upon all convertible loan notes being converted, 2,000,000 shares will be issued at a conversion price of SEK 5.00. Thus, the Company’s share capital will increase by approximately SEK 164,878.04.

Advisers
MAQS Advokatbyrå is acting as legal adviser and Mangold Fondkommission AB is acting as issuing agent to the Company in connection with the Issue.

For more information, please contact:
Stein Revelsby, CEO Hoylu +1 213 440 2499 Email: sr@hoylu.com
Karl Wiersholm, CFO Hoylu +1 425 829 2316 Email: kw@hoylu.com

About Hoylu
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. The Hoylu Suite 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, visit:
www.hoylu.com or www.introduce.se/foretag/hoylu

Ticker: Hoylu
Marketplaces: Nasdaq First North Stockholm
Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550

Important Information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in Hoylu. The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Hoylu. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for convertible loan notes in Hoylu will only be made through the information memorandum that Hoylu published today on November 30, 2018.

The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia) (“USA”), Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.

No shares or other securities in Hoylu have been registered, and no shares or other securities will 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 shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available 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.

Hoylu AB: BULLETIN FROM EXTRAORDINARY GENERAL MEETING IN HOYLU AB (PUBL)

PRESS RELEASE 28/11/2018

Today on November 28, 2018 at 14:00, Hoylu AB (publ), reg. no. 559084-6381 (the “Company”) held an Extraordinary General Meeting at the premises of MAQS Advokatbyrå at Gibraltargatan 7 in Malmö, Sweden.

Resolution regarding amendments to the Articles of Association

The Extraordinary General Meeting resolved to change the Company’s registered office to the municipality of Stockholm and that the limit on the number of shares shall be no fewer than 8,250,000 and no more than 33,000,000.

Resolution on approval of the board of directors’ resolution to issue convertible loan notes

The Extraordinary General Meeting resolved to approve the board of directors’ resolution to issue convertible loan notes of a maximum of SEK 10,000,000 through an issue of maximum 2,000,000 convertible loan notes.

The right to subscribe for convertible loan notes shall vest, with pre-emption rights for existing shareholders, all who are registered as a shareholder in the Company on the record date on 5 December 2018, except for the shareholders that subscribed for convertible loan notes in the directed issue of convertible loan notes that the board of directors in the Company announced on October 30, 2018. The reason for derogating from pre-emption rights for the shareholders that participated in the directed issue is that the board of directors’, by authorisation from the Annual General Meeting 2018, resolved to execute the directed issue of convertible loan notes to selected investors, including some of the Company’s shareholders.

For every existing share on the record date, two (2) unit rights are received. Fifteen (15) unit rights entitles for subscription of one (1) unit. Every one (1) unit consists of one (1) convertible loan note at a nominal amount of SEK five (5). Convertible loan notes not subscribed for by exercise of unit rights shall primarily be allotted to those who have subscribed for convertible loan notes by exercise of unit rights and have subscribed for additional convertible loan notes without exercise of unit rights, and secondly be allotted to others that have subscribed without exercise of unit rights.

The nominal amount of each convertible loan note is SEK five (5) and all convertible loan notes shall carry the same nominal amount. The convertible loan notes are issued at a price corresponding to 100 per cent of the nominal amount of the convertible loan notes. The subscription price for each convertible loan note is SEK 5.00. Subscription for the convertible loan notes shall be made between 7 December 2018 – 21 December 2018. The convertible loan carries an early interest rate of 8.00 per cent. Holders of convertible loan notes are entitled to call for conversion of their convertible loan notes into new shares in the Company during the period from registration with the Swedish Companies Registration Office (Sw. Bolagsverket) of the convertible loan notes until June 14, 2019, approximately

two weeks prior to the convertible loan’s maturity date on June 30, 2019, and if not converted earlier. The conversion price shall be SEK 5.00 per new share.

Registered share capital in the Company may be increased to not more than approximately SEK 164,878.04 due to conversion of the convertible loan notes through issuance of not more than 2,000,000 shares.

Complete terms and conditions for the issue of convertible loan notes according to above is available on the Company’s website. Further information of the issue will also be available in the information memorandum, which is expected to be announced by the Company on November 30, 2018.

For more information, please contact:

Stein Revelsby, CEO Hoylu +1 213 440 2499 Email: sr@hoylu.com

Karl Wiersholm, CFO Hoylu +1 425 829 2316 Email: kw@hoylu.com

 

Om Hoylu

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. The Hoylu Suite 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, visit:

www.hoylu.com or www.introduce.se/foretag/hoylu

 

Ticker: Hoylu

Marketplaces: Nasdaq First North Stockholm

Certified Adviser: Mangold Fondkommission AB +46 (0) 8 50 301 550

Legal Advisor: MAQS

Remote Learning with Hoylu

Higher Education faculties are finding new ways to digitally transform their long-distance learning through the use of collaboration technology. Connecting classrooms and instructors around the world provides an answer to previously impossible remote learning opportunities.

  • Faculty are located several time zones away from students but still require a live, interactive relationship between students and teacher.
  • Basic video conferencing systems are not sufficient for complex course lessons.
  • Students move at different speeds requiring complex document management.

The Hoylu Software Suite is ideal for long-distance learning scenarios. Using the Infinite Canvas, instructors can create over 40,000 lesson pages and worksheets that can be shared with locations around the world.

Hoylu’s instant synchronous connections provide immediate sharing of information, even in network-poor conditions. Using Presenter Mode, instructors can lead lessons or hand over control to students to show their work.

Hoylu’s software allows for many different devices and input types, including projection walls, installed applications, standard browsers and Smart TVs. Natural pen input also allows for immediate analog to digital transformation.

Creating Immersive Environments with Merck

Merck is one of the largest pharmaceutical companies in the world, and is world-renowned for pushing innovation into the medical field and partners with only the top innovative companies in the world. As a way to inspire and find better ways to share and collaborate, Merck approached Hoylu to unlock the potential of their internal development organization.

Hoylu worked with Merck to specifically equip a new facility with all of the different Hoylu Products and Software. The company leveraged a variety of projection screens and Huddlewall systems as well as highly sensitive touch panel displays to create a series of rooms that could serve multiple purposes. The intention of Merck was to create an immersive environment that was appropriately equipped for a small audience or a large group, depending on the need of the audience.

Meetings are driven using the Hoylu Software and Products, allowing work items to be quickly created, iterated, and shared. Merck reported strong internal satisfaction from the system and have continued to look for additional areas to implement the Hoylu system to drive stronger innovation and creativity.

Innovation in the Financial Sector

Fidelity uses Hoylu Products for a variety of daily work activities, including Team Scrum, Mind Mapping, Process Generation, Brainstorming and other group collaboration activities.

The ability to support multiple simultaneous users is of huge value because all of their collaboration activities are in the form of team stand-ups with everyone contributing at once. Hoylu Software allows Fidelity to work with their unstructured data in a simple, straightforward way that doesn’t require specialized training or setup.

Hoylu’s software also allows Fidelity to quickly share their concepts internally and externally, improving group communication and understanding of their valuable IP.

The Fidelity Labs group, a part of Fidelity Investments, is focused on creating and developing concepts for new products and services. The division functions as a think tank, and invests in new software systems to help display and present their ideas. Fidelity came to Hoylu to increase collaboration between teams and help organize and present their ideas.

Using Hoylu for Graphic Recording

Graphic recording (also referred to as reflective graphics, graphic listening, etc.) involves capturing people’s ideas and expressions—in words, images and color—as they are being spoken in the moment.

It is a perfect tool for bridging the world of visual thinking and the World Café, for it helps to illuminate how we as people connect, contribute, learn and make meaning together.

When a recorder works in large format, a record of the proceedings is visible for all to see. Enabling people to see their contribution to the whole increases participation and fosters trust and connection and the large displays of themes and insights naturally weave together diverse perspectives into a composite “picture” that reflects the collective intelligence in the room.

Hoylu’s software helps solve this problem, by providing the powerful tools that creative team members expect and support for every device available in the market today. Now Graphic Recording sessions can be livestreamed to hundreds of team members in locations around the world, instantly and clearly with high definition fidelity. Hoylu’s system also provides full media support for any object or element the visual artist wishes to use.

The Hoylu workspace provides thousands of individual pages that can create endless Graphic Recordings. A wide array of artistic tools and personalization settings provide unique tools perfect for any user or illustrator.

Using Hoylu for Lean Planning

The Hoylu Software Suite is ideal for Lean Planning scenarios and connects seamlessly into existing processes and workflows to create minimal disruption while providing the biggest impact.

Hoylu adheres to industry standards for Lean Planning, providing easy access to 3rdparty applications designed for specific industry-based workflows and augmenting these services through remote collaboration capabilities and analog to digital input. By using Hoylu Software as well as Hoylu  Paper, large teams can interact simultaneously with the Hoylu system from multiple locations around the world.

Hoylu’s software was shown to lower costs quickly in projects, providing instant access to digital schedules, planning sessions and work items, and keeping files up to date and current without additional manual effort.

Lean project management is the comprehensive adoption of other lean concepts like lean construction, lean manufacturing and lean thinking into a project management context. Lean Design and Construction are rapidly becoming the standard for project planning across the U.S., with 28% of the companies in the $712b construction market having implemented at least one Lean practice according the to Lean Construction Institute. Hoylu’s software provides an ideal platform to conduct Lean planning sessions, organize ideas and concepts for dispersed groups and reduce time wasting activities. Sustainable concepts like concept and work plan digitization and online scheduling are made faster and easier using Hoylu’s products.

Hoylu and Tønsbergprosjektet: On Schedule, Under Budget

The Tønsbergprosjektet involved making significant structural and internal improvements to two hospital buildings containing over 3,000 rooms. Because of the logistical difficulties of team collaboration against such a large work effort, the Hoylu solution was purchased as a way to help keep the project on schedule and under budget. 

Groups use the Hoylu display and canvas to navigate through 3D models and CAD imagery of the buildings daily, and are able to quickly identify trouble spots or areas that require additional interaction. All of the changes and updates made in the system are then able to easily import into the native CAD and Presentation tools for additional iteration, saving many hours of review and editing time.

After an internal review and audit of the project, it was found that utilizing the system provided at least 10% in total project cost reduction, saved significant resource time and provided a higher level of overall quality.

In 2017 the project was awarded with the SMART International award for best project in the Design Using Open Technology category, in part because of the decision to utilize Hoylu’s software and products as part of the planning and construction of the site.

Building Smarter and Stronger With Hoylu

Hoylu provided the Hoylu Software Suite and Huddlewall Product Set to the Skanska Headquarters in Sweden, equipping the complete meeting floor with multiple Hoylu Walls that could be accessed by employees and external guests. Skanska allowed the rooms to be reserved for internal meetings as well as customer oriented gatherings and presentations. Users were encouraged to use the Hoylu system for brainstorming and concept ideation, encouraging highly creative output.

Hoylu worked with Skanska to provide a variety of wall sizes and configurations in order to create the most natural and immersive environment possible, creating a complete extension to the technology footprint of the building and ensuring a natural fit of technology and creativity.

The result has been a highly utilized set of rooms that provide user friendly, innovative environments that the staff say enables fun, efficient and inspirational meetings. 

Skanska is a multinational construction and development company based in Sweden. Having led the world in several technology initiatives within construction, Skanska came to Hoylu to further improve collaboration and create spaces for highly innovative sessions with external partners and customers.

Immersive Teaching With Hoylu at Ithaca College

Hoylu worked with Ithaca College to provide products and solutions for their innovation labs on campus. The products are used by multiple members of faculty and students to perform a wide variety of activities. As an example, the Music department uses the product for internal sessions, lesson planning and exams and the Chemistry and Science department use it for classroom projects and lesson material distribution.

The faculty works with the Hoylu system to plan and share lesson plans internally, and map out logistical details of the college including construction and build out plans. Ithaca College also provides services to outside non-profit groups for collaboration and planning activities.

Ithaca sees a direct correlation to improved educational standards and team productivity by using the Hoylu Software Suite.

Ithaca College is a private liberal arts college located on the South Hill of Ithaca, New York, United States. Ithaca College is consistently named among the best colleges in the nation and has a focus on technological innovation. Ithaca came to Hoylu in order to drive stronger collaboration  with their faculty and students, and need a technology solution that could be flexible to a wide audience of differing needs.