2022-06-29 18:15:00 CEST

2022-06-29 18:15:03 CEST


Lehto Group Oyj - Inside information

Lehto Group Plc: Lehto Group launches an unsecured convertible bond offering of up to EUR 15 million due 2027

Lehto Group Plc
Inside information
June 29, 2022 at 7.15 p.m. (EET)


Lehto Group Plc (“Lehto” or the “Company”) announces the launch of an offering
(the “Offering”) of unsecured convertible bonds due June 2027 (the “Convertible
Bonds”) convertible into new and/or existing ordinary shares of Lehto (the
“Shares”) to institutional and other qualified investors. The Convertible Bonds
are expected to be issued in an aggregate maximum initial principal amount of
EUR 15 million. The Convertible Bonds may be issued in one or several
instalments so that subscriptions of Convertible Bonds have to be made on
September 30, 2022 at the latest provided the subscription period is not
discontinued earlier.

The biggest shareholder of the Company Lehto Invest Oy (“Lehto Invest”) has
undertaken to subscribe for Convertible Bonds for an amount of EUR 8 million in
connection with the first issuance of Convertible Bonds. In addition, Lehto
Invest has undertaken to subscribe for any Convertible Bonds that have not been
subscribed for by other investors by September 30, 2022 provided the maximum
aggregate principal amount of Convertible Bonds so subscribed for is EUR 3

The contemplated transaction aims to improve the financing position of the
Company and to facilitate the Company's bank financing arrangement, and the
proceeds from the Convertible Bonds will be used for general corporate purposes.

Convertible Bonds

The Convertible Bonds will be issued at 100% of their principal amount of EUR
20,000 per bond, and unless previously converted, repurchased or redeemed, it
will be redeemed at par at maturity with accrued interest. PIK interest of 4%
will be added to the interest payable at maturity in accordance with the terms
and conditions of the Convertible Bonds. The Convertible Bonds are expected to
carry a coupon of 6% per annum payable semi-annually in arrear in equal
instalments on June 30, and December 31, each year, with the first interest
payment date being December 31, 2022.

The initial conversion price is expected to be set at EUR 0.40 per share, which
corresponds the closing price of the Company's share on the stock exchange of
Nasdaq Helsinki Ltd. on June 28, 2022. The conversion price will be subject to
adjustments for any dividends in cash or in kind, as well as customary anti
-dilution adjustments, pursuant to the terms and conditions of Convertible

The Shares underlying the special rights connected to the Convertible Bonds
represent approximately 42,9% of the total number of Lehto's issued and
outstanding Shares immediately prior to the Offering in maximum, subject to
potential adjustments to the conversion price.

The final terms of the Convertible Bonds, including the initial conversion
price, are expected to be announced on or about June 30, 2022 at the latest.

First settlement and delivery of the Convertible Bonds is expected to take place
on or about July 7, 2022 at the latest.

Aktia Alexander Corporate Finance Oy acts as the Coordinator and Financial
Advisor of the Offering. Bird & Bird Attorneys Ltd is acting as the Company's
legal adviser.

Further information:



Tel. +358 50 343 4023

Veli-Pekka Paloranta
Tel. +358 400 944 074

Important notice

The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, directly or indirectly,
in or into the United States, Canada, New Zealand, Australia, Japan, Hong Kong,
Singapore or South Africa or in or into any other jurisdiction in which
publishing or distributing would be prohibited by applicable law. Any failure to
comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. This release is not directed to, and is not intended
for distribution to or use by, any person or entity that is a citizen or
resident or located in any locality, state, country or other jurisdiction where
such distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such

This release and the Offering are only addressed to and directed at persons in
member states of the European Economic Area (each a “Relevant State”) who are
“Qualified Investors” within the meaning of Article 2(e) of the Prospectus
Regulation. The securities are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with, Qualified Investors. This release should not be acted upon
or relied upon in any Relevant State by persons who are not Qualified Investors.
For the purposes of this release, the expression “Prospectus Regulation” means
Regulation (EU) 2017/1129.

This release is not a prospectus as referred to in the Prospectus Regulation.
Any potential securities offering referred to in this release in any Relevant
State are made, as applicable, pursuant to exemptions from the potential
obligation to publish a prospectus under the Prospectus Regulation, and this
release does not constitute an offer for sale, purchase or subscription of
securities or enticement to engage in any investment activity.

This release does not constitute an offer for sale of securities in the United
States. The shares may not be offered or sold within the United States absent of
registration or an exemption under the U.S. Securities Act 1933 (as amended).
The Company has not registered, and it does not intend to register, any portion
of the offering in the United States, and it does not intend to conduct a public
offering in the United States.

This release does not constitute an offer for sale of securities in the United

Aktia Alexander Corporate Finance Oy (“ACF”) acts only for and on behalf of the
Company in connection with the Offering. ACF does not hold any other party as
their client or cannot be held accountable to advise other parties than the
Company with regards to the Offering or other matters referred hereto.

Forward-Looking Statements

This release may include “forward-looking statements.” These statements may not
be based on historical facts, but are statements about future expectations. When
used in this release, the words “aims”, “anticipates”, “assumes”, “believes”,
“could”, “estimates”, “expects”, “intends”, “may”, “plans”, “should”, “will”,
“would” and similar expressions as they relate to the Company and the
transaction identify certain of these forward-looking statements. Other forward
-looking statements can be identified in the context in which the statements are
made. These forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future performance. They
are based on certain expectations, which, even though they seem to be reasonable
at present, may turn out to be incorrect. Such forward-looking statements are
based on assumptions and are subject to various risks and uncertainties. Readers
should not rely on these forward-looking statements. Numerous factors may cause
the actual results of operations or financial condition of the Company to differ
materially from those expressed or implied in the forward-looking statements.
The Company or any of its affiliates, advisors, representatives or any other
person undertakes no obligation to review, confirm or to publicly release any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise following the date of this release.