H100 Group AB Announces Issuance of Shares Following Investors’ Request for Conversion under Convertible Loan Framework
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The Board of Directors of H100 Group AB (“H100 Group” or the “Company”) has today resolved on, and carried out, six directed share issues consisting of a total of 79,400,233 shares (the “Directed Share Issues”) to Adam Back, Race Ventures AB, Alundo Invest AS, Craaford Capital Partners AB, Eagle Rising AB, Svenska Autohuset AB and Karl Lindstedt (the “Investors”), following the Investors’ request for conversion of a total amount of approximately SEK 222.3 million under their respective convertible loan agreements (the “Convertible Loans”) which were announced through press releases on 25 May 2025, 3 June 2025, 9 June 2025, 11 June 2025 and 16 June 2025.
The Directed Share Issues
As announced by the Company on 12 June 2025 and 16 June 2025, the Company has received notices of conversion of all amounts due under the Convertible Loans from the Investors. Accordingly, and in accordance with the agreements on the Convertible Loans, the Board of Directors of the Company has today, by virtue of the authorization granted by the Extraordinary General Meeting on 7 March 2025, resolved to issue a total of no more than 79,400,233 shares to the Investors, for which payment has been made by way of set-off of the Investors’ entire loan amount under the respective Convertible Loan, at a subscription price per share corresponding to the conversion price of the respective Convertible Loan.
Deviation from the shareholders’ preferential rights
The reason for the deviation from the shareholders’ preferential rights is to fulfill the Company’s obligations under the Convertible Loans previously entered into with the Investors. The Convertible Loans grant the Investors the right to request conversion of their loans into shares in the Company, and the Directed Share Issues are being carried out in accordance with these conversion rights.
The subscription prices in the Directed Share Issues have been determined in the agreement on the Convertible Loans. The subscription prices have been determined through arm’s length negotiations with the investors and taking into account the Company's financing needs, the alternative cost of other financing and the assessed market interest for an investment in the Company. It is the Board of Directors’ judgement, based on the above factors, that the subscription prices reflect current market conditions and current demand. Against this background, the Board of Directors considers the subscription prices to be on market terms.
Share capital, shares and dilution
As a result of the conversion of the abovementioned convertible loans, the number of shares in the Company may increase by up to 79,400,233, and the share capital may increase by up to SEK 7,940,023.30. This corresponds to a dilution of approximately 34.05 percent of the total number of shares and votes in the Company, based on the current share capital and number of outstanding shares. This calculation also includes (i) the 1,442,307 shares to be issued to Klein Invest AS upon conversion of its convertible loan and (ii) the 35,237,099 shares to be issued in the direct share issue, as previously announced. These shares have been issued but are not yet registered with the Swedish Companies Registration Office. Following the registration of the conversions and the direct share issue, the total number of shares in the Company will amount to 233,168,645.
Important information
This press release does not contain and does not constitute an invitation or an offer to acquire, subscribe or otherwise trade in shares, warrants or other securities in H100. The publication, release or distribution of this press release may be restricted by law in certain jurisdictions and persons in the jurisdictions where this press release has been published or distributed should inform themselves about and observe any such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in each jurisdiction.
The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Belarus, Hong Kong, Canada, New Zealand, Japan, Russia, Switzerland, Singapore, South Africa, or any other jurisdiction where such announcement, publication or distribution of this information would be unlawful or where such action is subject to legal restrictions or would require additional registration or other measures than those required by Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.