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

Hoylu AB: HOYLU AB PUBLISHES THE INTERIM REPORT FOR JANUARY – SEPTEMBER 2018

The complete version of the Interim Report for January – September 2018 is attached in this press release and is available on Hoylu’s web site (www.hoylu.com).

“With security requirements completed from our large enterprise customers we will shift our focus to growing the user base of SaaS (Software as a Service) customers. Enterprises can now utilize Azure Active Directory services to authenticate users within their domain and users will be automatically logged in to Hoylu Connected Workspaces(TM), creating a fast and easy experience that company IT organizations can easily implement and manage” says Hoylu Chief Executive Officer, Stein Revelsby.

FIRST NINE MONTHS 2018 (01/01/2018 – 09/30/2018)
–    Revenues for the first nine months were SEK 20.4 million (15.8)
–    Gross margin was 69 percent (69)
–    Operating loss amounted to SEK 22.0 million (-17.7)
–    Profit after tax amounted to SEK -22.9 million (-18.0)
–    Earnings per share amounted to SEK -1.57 (-2.05)

THIRD QUARTER 2018 (07/01/2018 – 09/30/2018)
–    Revenues for the third quarter were SEK 9.0 million (5.9)
–    Gross margin was 67 percent (67)
–    Operating loss was SEK 5.7 million (-6.8)
–    Profit after tax amounted to SEK -6.2 million (-7.1)
–    Earnings per share amounted to SEK -0.42 (-0.70)

The interim report for Hoylu has been prepared in accordance with the Annual Accounts Act and the Swedish Accounting Standards Board on annual report, and consolidated financial statements BFNAR 2012: 1 (K3) as well as the Swedish Securities Market Act.

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

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

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

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 (08:30) CET on November 9, 2018.

Hoylu AB: The board in Hoylu AB (publ) has by authorisation from the annual general meeting resolved to carry out a directed 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 board in Hoylu AB (publ) has by authorisation from the annual general meeting resolved to carry out a directed issue, with derogation from shareholders’ pre-emption rights, of convertible loan notes to chosen shareholders of MSEK 10. The board also resolved, conditional upon approval from a general meeting, to carry out a rights issue with reparation character and with pre-emption rights for remaining shareholders of convertible loan notes of a maximum of MSEK 10  

The annual general meeting in Hoylu AB (publ) (“Hoylu” or the “Company“) resolved on 16 May 2018 to authorise the board of directors, on one or more occasions, during the period until the end of the next annual general meeting to resolve to increase the Company’s share capital by issue of shares, or issue of warrants, or convertible loan notes, with or without derogation from shareholders’ pre-emptive rights, within the limits from time to another of the articles of association of the Company (the “Authorisation“). The Authorisation was registered by the Swedish Companies Registration Office (Sw. Bolagsverket) on 18 June 2018.   

On 29 October 2018, the board has by the Authorisation resolved to carry out an issue of convertible loan notes of MSEK 10 with derogation from the shareholders’ pre-emption rights to certain shareholders (the “Directed Issue“). In addition, the board has resolved to carry out a subsequent rights issue of convertible loan notes of a maximum of MSEK 10 with pre-emption rights for all other shareholders to repair the potential dilutive effect caused by the Directed Issue (Sw. Reparationsemission) (the “Reparation Issue“). The resolution is conditional upon approval from an extraordinary general meeting in the Company. A potential conversion of the convertible loan notes from the Reparation Issue exceeds the limit for shares in the Company’s articles of association. Thus, the board’s resolution is conditional of resolution by an extraordinary general meeting to extend the limit for shares of the Company’s current articles of association. The board will announce notice to attend extraordinary general meeting by a separate press release.       

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

  • The Directed Issue shall be of a total amount 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 share, which corresponds to approximately 100 per cent of the closing price for Hoylu’s share on Nasdaq First North on 29 October 2018.
     
  • At a conversion of SEK 5.00, a maximum of 2,000,000 shares will be issued in relation to the Directed Issue.
     
  • The convertible loan carries an annual interest rate of 8.00 per cent.
     
  • The right to subscribe for convertible loan notes in the Directed Issue shall, with derogation from the shareholders’ pre-emption right, vest the existing shareholders in the Company; Alden AS, Fougner Invest AS, Pine AS, Hering AS and Skadi AS and the non-current shareholders; Capmate AB and Dukat AS.
     
  • Above mentioned investors have in total invested SEK 10,000,000 corresponding to 2,000,000 convertible loan notes in the Company.
     
  • The reason for carrying out the Directed Issue with derogation from the shareholders pre-emption rights is to provide the Company with liquid funds to continue expanding the business of the Company. The board believes that the Directed Issue at this time is the best way to finance the Company. The board is of the view that the Directed Issue allows a faster and less expensive capital raise to the Company, than by an issue with pre-emption rights for the shareholders, and thus together with the terms and conditions described above be of advantage for the Company and its shareholders.
     
  • The convertible loan notes issued in the Directed Issue will not be subject to trade.   

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

  • The Reparation 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 share, which corresponds to approximately 100 per cent of the closing price for Hoylu’s share on Nasdaq First North on 29 October 2018.
     
  • At a conversion of SEK 5.00, a maximum of 2,000,000 shares will be issued in relation to the Reparation 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 5 December 2018, with excemption from below mentioned shareholders, will have pre-emption rights to subscribe for convertible loan notes in the Reparation 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 Reparation Issue with exercise of their respective unit rights.
     
  • The reason for carrying out the Reparation Issue with derogation from some of the shareholders pre-emption rights is to provide the Company with liquid funds to continue expanding the business of the Company and to repair the potential dilutive effect that may occur in a conversion for shares due to the Directed Issue. The board believes that the Directed Issue and Reparation Issue at this time are the best ways to get additional capital to the Company on.
     
  • The convertible loan notes issued in the Reparation Issue will not be subject to trade.  

Timetable Reparation Issue 

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

Shares and share capital
After completion of the Directed Issue and full subscription in the Reparation Issue, and conditional upon all convertible loan notes being converted, 4,000,000 shares will be issued at a conversion price of SEK 5.00. Thus, the Company’s share capital will increase by approximately SEK 329,756.08.

Dilutive effect
After Conversion to shares of all convertible loan notes issued in the Directed Issue, existing shareholders who have not participated in the Directed Issue will be diluted by 11.86 per cent of the total capital and votes in relation to the registered number of shares and share capital in the Company at the date of the announcement of this press release.  

After Conversion to shares of all convertible loan notes issued in the Reparation Issue, existing shareholders who have not participated in the Directed Issue nor the Reparation Issue will be diluted by 10.60 per cent of the total capital and votes in relation to the registered number of shares and share capital in the Company at the date of the announcement of this press release. 

Prospectus/Investment Memorandum
The prospectus requirements do not oblige the Company to draft and publish a prospectus in connection with the Directed Issue and the Reparation Issue. However, the Company will draft an Investment Memorandum, which is expected to be published on or around 29 November 2018.

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

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

Publication
This information is information that Hoylu AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 20.00 CET on October 30, 2018.

Important Information
The information in this press release does 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 estimates to publish on or around 29 November 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: INVITATION TO EXTRAORDINARY GENERAL MEETING OF HOYLU AB (PUBL)



INVITATION TO EXTRAORDINARY GENERAL MEETING OF HOYLU AB (PUBL)

The shareholders of Hoylu AB (publ) (the “Company“) are hereby invited to attend Extraordinary General Meeting to be held on Wednesday, 28 November 2018 at 14:00 at the premises of MAQS Advokatbyrå at Gibraltargatan 7, Malmö, Sweden.

NOTIFICATION OF PARTICIPATION ETC.

Shareholders wishing to participate the Extraordinary General Meeting must; 

  • be entered as shareholders in the share register maintained by Euroclear Sweden AB no later than on Thursday, 22 November 2018,
  • notify the Company of their intention to participate no later than on Thursday, 22 November 2018, preferably before 12.00 noon. Attendance is to be notified by mail to Hoylu AB (publ), Tunnbindaregatan 37, 602 21 Norrkoping, Sweden, or by email to bolagsstamma@hoylu.com, or by telephone at +46(0)40-170 600 during office hours.

When making notification, shareholders must state their name, date of birth/Swedish personal ID no./company registration no., address, telephone number as well as any assistant they may wish to accompany them to the meeting.

In cases where a representative participates in the meeting, a written and dated power of attorney shall be issued for the representative. If the power of attorney is issued by a legal entity, a certified copy of the registration certificate is also to be enclosed. The power of attorney and the registration certificate must not have been issued earlier than one year before the date of the meeting, unless a longer period of validity is specified in the power of attorney, in which case the period of validity may not exceed five years. The power of attorney in original and the registration certificate, if applicable, should be sent to the Company at the above address in due time before the meeting. A power of attorney form is available on Hoylu’s website, www.hoylu.se, or can be sent to shareholders who so request.

Shareholders who hold their shares through nominees (Sw. förvaltare) must request a temporary registration of the shares in their own name, with Euroclear Sweden AB in order to participate the meeting. Requests for such registration must be made to the bank or securities institution administering the shares in due time before 22 November 2018.

PROPOSED AGENDA

  1. Opening of the Extraordinary General Meeting
  2. Appointment of a chairman at the meeting
  3. Preparation and approval of the voting register
  4. Appointment of one or two persons to verify the minutes of the meeting
  5. Consideration of whether the meeting has been duly convened
  6. Approval of the agenda
  7. Resolution on adoption of new Articles of Association
  8. Resolution on approval of the board of directors’ resolution on issue of convertible loan notes
  9. Resolution on authorisation for the board of directors to undertake minor adjustments of the resolutions
  10. Closure of the meeting

PROPOSED DECISIONS

Appointment of chairman of the meeting (item 2)

It is proposed that Mats Andersson will be appointed to chair the meeting.

Resolution regarding adoption of new Articles of Association (item 7)

The board of directors proposes that the Company’s registered office is changed to the municipality of Stockholm. The wording of § 2 of the Articles of Association are proposed as follows:

“Styrelsen har sitt säte i Stockholm kommun.
The registered office of the company is situated in the municipality of Stockholm.”

The board of directors also proposes that the limit on the number of shares is amended from the current minimum of 6,422,000 and maximum 25,688,000 to minimum 8,250,000 shares and maximum 33,000,000 shares. The wording of § 5 of the Articles of Association are proposed as follows:

Antal aktier ska vara lägst 8 250 000 och högst 33 000 000.
The number of shares shall be no fewer than 8,250,000 and no more than 33,000,000.

A valid resolution by the Extraordinary General Meeting pursuant to the proposal above requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Resolution on approval of the board of directors’ resolution to issue convertible loan notes (item 8)

The board of directors proposes to the Extraordinary General Meeting to resolve on approval of the board of directors’ resolution to issue convertible loan notes on the basic principles stated below.

On the 29 October 2018 the board of directors’ resolved, conditional upon approval from the Extraordinary General Meeting, to enter into a convertible loan of a maximum of SEK 10,000,000 and issue a maximum of 2,000,000 convertible loan notes.

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. The dilutive effect of the shareholders not participating in the issue and conditional on conversion of all convertible loan notes will amount to 10.60 per cent of the capital and votes in the Company in relation to the registered number of shares and capital in the Company at the date of this notice and after conversion of the convertible loan notes issued through the issue with derogation from shareholders’ pre-emption right resolved by the Company on 29 October 2018 and announced by the Company on 30 October 2018 (the “Directed Issue“).  

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 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.

For every existing share 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 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 elected investors, inter alia, some of the Company’s shareholders. In order to provide the Company with liquid funds to continue expanding the business of the Company and to repair the dilutive effect of the remaining shareholders, as a result from the Directed Issue, the board of directors resolved that all other shareholders who did not participate in the Directed Issue of convertible loan notes shall be entitled to participate in the issue of convertible loan notes subject to resolution in this item 8.

The subscription price for each convertible loan note is SEK 5.00. The subscription price corresponds to the closing price in the Company’s share on 29 October 2018. The record date for participation in the issue is set to 5 December 2018. 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 payment for the convertible loan until June 30, 2019. The convertible loan matures and is due for payment on 30 June 2019, if not converted earlier. The conversion price shall be SEK 5.00 per new share.

Subscription for the convertible loan notes shall be made in by payment in cash no later than on the last day of the subscription period on 21 December 2018. However, the board of directors shall be entitled to extend the subscription period.

The convertible loan notes shall be subject to customary provisions with respect to recalculation of the conversion price upon certain events.

The new shares that are created upon conversion shall entitle the holder to dividends as of the first record date for dividend after and including the date of the entry of the shareholder in the share ledger kept by Euroclear Sweden AB.

The board of directors’ intention with the proposed issue is to provide the Company with liquid funds to continue expanding the business of the Company.

The issue of convertible loan notes requires that the Articles of Association are amended in accordance with item 7 above.

A valid resolution by the Extraordinary General Meeting pursuant to the proposal above requires that the resolution be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the Extraordinary General Meeting.

Resolution on authorisation for the board of directors to make minor adjustments of the resolutions, item 9

The board of directors proposes that the meeting authorizes the board, the CEO or the person otherwise designated by the board, to undertake such minor adjustments and clarifications of the resolutions made at the meeting to the extent required for registration of the resolutions.

OTHER

At the date of announcement of this notice, the total number of shares in the Company is 14,865,711 representing a total number of votes of 14,865,711. The Company is not holding any own shares.

According to Chapter 7, section 32 of the Swedish Companies Act, at a General Meeting the shareholders are entitled to require information from the Board of Directors and CEO regarding circumstances which may affect items on the agenda and circumstances which may affect the Company’s financial situation. The board of directors and the CEO shall provide such information if the board of directors considers that this can be done without significant damage to the Company. The duty of disclosure also applies to the Company’s relationships with other companies in the Group, the consolidated financial statements and such circumstances as detailed above applicable to subsidiaries.

MAJORITY REQUIREMENTS

The decisions of the Extraordinary General Meeting on items 7-8 will only be valid if the decisions are supported by shareholders representing at least two-thirds of the votes given and shares represented at the meeting.

DOCUMENTS

The board of directors’ complete proposals for resolutions in accordance with the above will be available at the Company’s office in Norrkoping and on the Company’s website, www.hoylu.com, no later than three weeks prior to the Extraordinary General Meeting and will also be sent to those shareholders who so request and provide their postal address. The documents will also be available and will be put forward at the meeting.

Hoylu AB (publ)

The board of directors

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