Lumi Gruppen AS: Contemplated private placement

07 Mar 2023 16:30 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Oslo, 7 March 2023: Lumi Gruppen AS ("Lumi" or the "Company") hereby announces a
contemplated private placement of new shares in the Company (the "Offer Shares")
to raise gross proceeds of up to NOK 175 million (the "Private Placement"). The
subscription price in the Private Placement has been set to NOK 10.50 per share
(the “Offer Price”).

The Company has appointed ABG Sundal Collier ASA and Nordea Bank Abp, filial i
Norge as joint bookrunners for the Private Placement (the "Managers").

The net proceeds from the Private Placement will be used to i) strengthen the
balance sheet, including refinancing the Company’s long-term credit facility,
allowing the Company to continue with its growth initiatives and benefit from
likely market recovery (ii) and general corporate purposes.

The Company is pleased to confirm that it has received a commitment letter from
Nordea for a new long-term credit facility in the amount of NOK 300-330 million
in addition to a revolving credit facility of NOK 70 million, with a 3-year
tenor, priced at NIBOR + 220-345 basis points depending on leverage level. The
new long-term credit facility provides Lumi Gruppen with a set of covenants that
the Group believes provide sufficient headroom going forward. The agreed terms
for the new long-term credit facility include a covenant for the ratio of net
debt to EBITDA (adjusted for non-recurring items and excluding IFRS 16 effects)
for Q1 2023 and Q2 2023 of 5.0x and 4.0x respectively and 3.5x thereafter.

Members of the Company's management have indicated an intention to subscribe for
an aggregate of NOK 215,000. This includes Erik Brandt (CEO) and Martin Prytz
(CFO).

The application period in the Private Placement will commence today, 7 March
2023, at 16:30 hours CET and close on 8 March 2023 at 08:00 hours CET (the
"Application Period"). The Company and the Managers may, however, at any time
resolve to extend or shorten the Application Period on short or no notice. If
the Application Period is extended or shortened, any other dates referred to
herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000.

Allocation of Offer Shares will be determined by the Board at its sole
discretion, in consultation with the Managers, following the expiry of the
Application Period, however subject to approval by an EGM.

Completion of the Private Placement is subject to (i) the Board of Directors
approval of the allocation, and (ii) an EGM resolving to issue the shares.
Existing shareholders being allocated shares in the Private Placement undertake
to vote in favour of the Private Placement at the EGM.

Settlement of the Private Placement is expected to take place on a delivery
versus payment basis following the EGM.

The Company reserves the right to, at any time and for any reason, to cancel the
Private Placement and/or to modify the terms of the Private Placement. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation.

The Board of Directors has considered the structure of the contemplated offering
of new shares in light of the equal treatment obligations under the Norwegian
Private Limited Companies Act, and the rules of equal treatment set out in the
Continuing obligations for companies admitted to trading on Euronext Growth and
Oslo Børs’ guidelines on the rules of equal treatment, and is of the opinion
that the proposed Private Placement is in compliance with these requirements.

The Board has considered alternative structures for the raising of new equity.
Following careful considerations, the Board is of the view that it will be in
the common interest of the Company and its shareholders to raise equity through
a private placement setting aside the pre-emptive rights of the shareholders. By
structuring the equity raise as a private placement, the Company is expected to
be in a position to raise equity efficiently, with a lower discount to the
current trading price, at a lower cost and with a significantly lower risk
compared to a rights issue. In the assessment it has also been taken into
consideration that the Private Placement is subject to a publicly announced
book-building process.

The Company may, subject to completion of the Private Placement, and certain
other conditions, resolve to carry out a subsequent offering of new shares at
the Offer Price (the "Subsequent Offering") which, subject to applicable
securities laws, will be directed towards eligible shareholders in the Company
as of end of trading on 7 March 2023 (as registered in VPS as of the end of 9
March 2023) (the "Record Date") who (i) were not allocated Offer Shares in the
Private Placement (ii) were not included in the pre-sounding phase in the
Private Placement and (iii) are not resident in a jurisdiction where such
offering would be unlawful or, for jurisdictions other than Norway, would
require any prospectus, filing, registration or similar actions (the "Eligible
Shareholders"). A Subsequent Offering will be subject to approval by an
extraordinary general meeting of shareholders, whereas the Eligible Shareholders
will receive non-tradeable subscription rights based on their registered
shareholdings as at the Record Date. Launch of a Subsequent Offering will be
subject to (i) completion of the Private Placement, (ii) relevant corporate
resolutions, including approval by the board of directors of the Company and the
EGM and (iii) the publication of a national prospectus by the Company.


Advokatfirmaet Haavind AS is acting as legal advisor to the Company in
connection with the Private Placement.

For more information, please contact:

Martin Prytz
CFO, Lumi Gruppen AS
Tel: +47 480 14 078
Email: IR@lumigruppen.no

About Lumi: Lumi Gruppen is a leading Norwegian education provider founded in
1989. Today, Lumi Gruppen consists of two main divisions: Sonans and Oslo Nye
Høyskole. Sonans is the market leader in Norway within private candidate exam
preparation courses, and Oslo Nye Høyskole offers high quality bachelor’s
degrees within health, social sciences, psychology and business and
administration, both on campus and online.

This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation
(MAR).

IMPORTANT NOTICE:
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.

Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e. only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.

This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will
not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, which any “manufacturer” (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Offer
Shares in the Private Placement have been subject to a product approval process,
which has determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II (the “Positive
Target Market”); and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the “Appropriate Channels for
Distribution”). Distributors should note that: the price of the Offer Shares may
decline and investors could lose all or part of their investment; the Offer
Shares offer no guaranteed income and no capital protection; and an investment
in the Offer Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. Conversely, an investment in
the Offer Shares is not compatible with investors looking for full capital
protection or full repayment of the amount invested or having no risk tolerance,
or investors requiring a fully guaranteed income or fully predictable return
profile (the “Negative Target Market” and, together with the Positive Target
Market, the “Target Market Assessment”).
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Private
Placement.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the Offer
Shares.
Each distributor is responsible for undertaking its own Target Market Assessment
in respect of the Offer Shares in the Private Placement and determining
appropriate distribution channels.

In connection with the Private Placement, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "aim", "expect",
"anticipate", "intend", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice.

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