Lehto Group Oyj: Lehto Group Plc, Inside Information: Conversion of Convertible Bonds in Accordance with the Restructuring Program

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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