2022-07-01 01:15:00 CEST

2022-07-01 01:15:13 CEST


Lehto Group Oyj - Inside information

Lehto Group Plc: Lehto Group announces the final terms of its senior unsecured convertible bond offering due June 2027

Lehto Group Plc
Inside information
July 1, 2022 at 2.15 a.m. (EET)


Lehto Group Plc (“Lehto” or the “Company”) announces the pricing and placing of
first tranche of its offering (the “Offering”) of senior unsecured convertible
bonds due June 2027 (the “Convertible Bonds”). The Convertible Bonds are
convertible into new and/or existing ordinary shares in Lehto (the “Shares”) and
issued in an aggregate principal amount of EUR 13.02 million.

The subscription period of the Offering will continue until September 30, 2022,
unless the Board of Directors decides to discontinue the subscription period
earlier. Thus institutional and other qualified investors still have an
opportunity to participate in the Offering. The minimum subscription amount is
EUR 100,000 per investor. As the maximum amount of the Convertible Bonds is EUR
15 million, a total of EUR 1.98 million of the Convertible Bonds remains
unsubscribed on the date of this release.

The biggest shareholder of the Company Lehto Invest Oy (“Lehto Invest”) has in
accordance with its undertaking announced on June 29, 2022 subscribed for
Convertible Bonds for an amount of EUR 8 million in connection with the
Convertible Bonds' first tranche issue. 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 million.

The 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.

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 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 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 Bonds.

The Shares underlying the special rights connected to the Convertible Bonds
represent approximately 37.3% of the total number of Lehto's issued and
outstanding Shares immediately prior to the Offering, subject to potential
adjustments to the conversion price.

Settlement and delivery of the Convertible Bonds is expected to take place on or
about July 7, 2022.

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:

Juuso Hietanen


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.