Lehto Group Plc
Inside information
19 December 2024 at 17.30 (Finnish time)
Not for publication or distribution in the United States, Australia, South
Africa, Hong Kong, Japan, Canada, Singapore or New Zealand or any other country
where such distribution or disclosure may be subject to statutory restrictions
or would be against the local laws or regulations.
The Board of Directors of Lehto Group Plc (“Lehto” or “Company”) has decided on
19 December 2024 based on the authorization granted by the Company's Annual
General Meeting on 19 June 2024 to implement a directed paid share issue to the
holders of the Company's unsecured convertible bonds totaling to 15 million
euros. The convertible bonds were offered for subscription in 2022 and mature in
2027. As previously announced, the condition for the Company's 24 September 2024
approved corporate restructuring program is that the Company ensures the
conversion of its 15 million euros convertible bonds into shares, at least for
the 9.98 million euros receivable of Lehto Invest Oy, by 31 December 2024.
Directed Paid Share Issue for Convertible Bond Conversion
Lehto offers for subscription a total of 75 000 000 new shares in a directed
paid share issue related to the conversion of convertible bonds to the holders
of the convertible bonds. The maximum number of shares corresponds to
approximately 85.90 % of all the shares issued by the Company immediately before
the directed share issue. The shares are offered for subscription and payment by
31 December 2024.
The subscription price is 0.20 euros per share, totaling to 15 million euros for
all the new shares. The subscription price is based on the convertible bond
agreement, the Company's restructuring program, and the agreement with the
eligible subscribers. The subscription price for the new shares will be fully
credited to the Company's invested unrestricted equity fund.
There is a compelling financial reason for deviating from the shareholders'
preemptive subscription rights, as this is part of the Company's restructuring,
which ensures the continuation of the Company's operations.
The subscription price for the shares must be paid upon subscription by fully
offsetting the convertible bond claim (principal) owed to the Company. By
subscribing for shares, the subscriber waives any interest claims accrued on the
convertible bond. Therefore, the subscriber will have no capital or interest
claims, or any other related claims, against the Company in connection with the
conversion of the bond, apart from the shares received. The specific rights
related to the convertible bond to subscribe for the Company's shares will cease
upon making the share subscription.
If the directed share issue is fully subscribed, the number of Lehto's shares
may increase to a maximum of 162 339 410 shares. The new shares issued in the
directed share issue would represent approximately 46.20 % of the Company's
total shares after the issuance of the new shares.
The new shares are expected to be registered in the trade register after mid
-January 2025, and they will carry shareholder rights once they are registered
in the trade register and credited to the subscriber's book-entry account. The
new shares will later be applied for trading when the Company seeks to transfer
its shares from the Nasdaq Helsinki stock exchange list (main list) to the First
North Growth Market -marketplace in the first or second quarter of 2025.
Lehto Group Plc
Board of Directors
Additional information
Hannu Lehto, CEO and board member
+358 500 280 448
Veli-Pekka Paloranta, CFO
+358 400 944 074