Lumi Gruppen AS: The board unanimously recommends a cash offer from Hanover to acquire all outstanding shares in Lumi Gruppen AS

24 Apr 2023 08:00 CEST

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SUMMARY
• Lumi Gruppen AS ("Lumi" or the "Company") has entered into a transaction
agreement for a unanimously recommended cash offer for all issued and
outstanding shares in Lumi (the "Offer") by Lola Bidco AS (the "Offeror")
• The Offeror is a wholly-owned subsidiary of Hanover Active Equity Fund III SCA
SICAV RAIF, advised by Hanover Investors Management LLP ("Hanover"). As of the
date of this announcement, Hanover holds 13,363,804 shares in Lumi, representing
25.3% of Lumi's total share capital
The shareholders of Lumi will receive a cash offer of NOK 15.25 per share (the
"Offer Price")
• All board members and members of Lumi's executive management holding Lumi
shares have pre-accepted the Offer
• The subsequent offering as announced by Lumi on 8 March 2023 (the "Subsequent
Offering") is expected to be launched today
• The Offer is subject to customary completion conditions
• The Offeror aims to delist Lumi from Euronext Growth upon completion of the
Offer

Oslo, 24 April 2023: The Offeror has reached an agreement with the board of
directors of Lumi (the "Board") to launch the recommended cash Offer for all the
issued and outstanding shares of the Company (the "Shares"). The Offer Price
implies a market capitalisation of the Company of approximately NOK 806 million,
based on 52,860,481 Shares outstanding as per 24 April 2023. Furthermore, the
Offer Price represents:

• A premium of 45.2% to the subscription price in the private placement placed
by the Company on 7 March 2023 and in the Subsequent Offering of NOK 10.50 per
Share;
• a premium of 44.8%* to the volume weighted average share price during the 30
days' period ending on 21 April 2023 of NOK 10.5; and
• a premium of 43.1%* to the volume weighted average share price during the 90
days' period ending on 21 April 2023 of NOK 10.7.

* Including the Shares issued in the private placement placed 7 March 2023.

The Offeror is a Norwegian private limited liability company, indirectly wholly
owned by Hanover. Founded in 2002, Hanover has built a unique reputation for
hands-on, operationally driven investing in small and mid-cap companies in the
UK and Northern Europe. Hanover's investment approach is rooted in successful
partnerships with both selling shareholders and management teams.

BACKGROUND AND HANOVER'S STRATEGIC RATIONALE FOR THE OFFER

Hanover has keenly followed the Company’s progress since its admission to
Euronext Growth Oslo in early 2021. Hanover typically seeks to invest in high
quality businesses which are undergoing transformative change, and which will
benefit from Hanover’s expertise, resources and assistance in managing such
change.

In Lumi’s case, as the market is shifting towards a predominantly online-led
offering, Hanover expects that competitive pressures will intensify across the
Company’s businesses. Further, potential regulatory changes add uncertainty to
the business outlook in the medium term. As a result, Hanover expects the
Company will require significant investment to maintain its position within exam
preparation and to continue to support the growth in the private education
segment, as well as navigating any regulatory changes which may impact demand
for the Company’s services.

It is Hanover’s belief that amidst an increasingly competitive industry backdrop
and in the face of such regulatory uncertainty, the Company will be best served
under private ownership and with the support of a strong financial sponsor.

Hanover is impressed with, and attributes significant value to, Lumi’s
organisation and management team, and expects the Offer to support growth and
create long-term positive effects for employees, students and other
stakeholders.

“In Lumi, Hanover recognizes a market leader in the Norwegian education market
with exceptional brands, employees and intellectual property, and supports the
Company’s vision of providing high-quality lifelong learning opportunities for
all Norwegians. Together with a strong management and excellent employees, we
look forward to developing and growing the company further”, says Matthew
Peacock, Founding Partner of Hanover.

Helge Midttun, Chairman of the Board of Lumi, commented: “The Board has
considered the Offer thoroughly, including obtaining a fairness opinion from our
financial advisor. The conclusion is that the Offer represents a fair value for
the company and the Board recommends Lumi’s shareholders to accept the Offer.
Hanover has a strong track record of successfully bringing public companies into
private ownership and possesses the resources and expertise to support a
positive future development for Lumi and its employees.”

“The education sector offers many opportunities, and Lumi Gruppen is well
positioned to take advantage of structural growth and an anticipated positive
market development going forward. In the coming phase, access to stable and
long-term funding will be an important success factor for the company. Hanover
will provide this access in addition to valuable operational expertise”, says
CEO Erik Brandt in Lumi Gruppen.

KEY TERMS OF THE OFFER

Pursuant to the Offer, the shareholders of the Company will be offered NOK 15.25
per Share, to be settled in cash following completion of the Offer. Completion
of the Offer will be subject to fulfilment or waiver by the Offeror of customary
completion conditions, including but not limited to no material adverse change
having occurred, any relevant regulatory approvals being obtained, and Lumi
having obtained consents required from creditors under its bank financing
agreements for the purposes of waiving any right of prepayment or termination
that would otherwise arise as a result of the Offeror acquiring Shares.
Furthermore, completion of the Offer will be subject to the Offer being accepted
by Lumi's shareholders as is necessary for the Offeror to acquire Shares
representing (together with Shares it already owns) more than 90% of Lumi's
total number of shares and votes on a fully diluted basis, which includes inter
alia any shares to be issued in the Subsequent Offering. If this condition is
waived, the Offeror irrevocably undertakes to launch a subsequent offer (in all
material respects similar to a subsequent mandatory offer as if Lumi was listed
on the main list of the Oslo Stock Exchange) to acquire the remaining Shares at
an offer price which shall not be lower than the Offer Price within three (3)
weeks after completion of the Offer. Shareholders who accept the Offer will be
entitled to any such higher offer price (if any) in a subsequent offer.

The Offer will not be conditional on financing or further due diligence.

The complete terms and conditions of the Offer will be set out in an offer
document (the "Offer Document"), expected to be published and sent to the
Company’s shareholders within 8 May 2023, with the acceptance period for the
Offer expected to commence on the same date (the "Offer Period"). The Offer
Period is expected to last for 20 business days, subject to any extensions. The
Offer is expected to be completed during the second quarter of 2023. Lumi
expects to launch the Subsequent Offering today with a subscription period from
24 April to 5 May 2023.

The Offer may only be accepted on the basis of the Offer Document. Furthermore,
the Offer will not be made in any jurisdiction in which the making of the Offer
would violate applicable laws or regulations or would require actions which the
Offeror in its reasonable opinion, after having consulted with the Company,
deems unduly burdensome.

BOARD RECOMMENDATION

The Board supports and has unanimously agreed to recommend the Offer. The Board
shall not amend or withdraw its recommendation of the Offer unless it receives a
bona fide unsolicited superior competing offer that fulfils certain pre-agreed
terms, to be further detailed in the Offer Document. When recommending the
Offer, the Board has considered the terms and conditions of the Offer and a
fairness opinion from its financial advisor, ABG Sundal Collier ASA, concluding
that the Offer is fair from a financial point of view to the shareholders of the
Company.

PRE-ACCEPTANCES

All Board members and members of Lumi's executive management holding Shares, in
the aggregate representing approximately 3.55% of Lumi's share capital, have
entered into undertakings to pre-accept the Offer in respect of Shares they
hold. These pre-acceptances are binding and irrevocable, unless (i) subject to
launch as planned of the Subsequent Offering, the Offer Period has not commenced
on or prior to 8 May 2023, (ii) the Offer has lapsed, been terminated or
otherwise expired, (iii) if the Offeror has not, on or prior to 16:30 CEST on 31
July 2023, or a later date mutually agreed between Lumi and the Offeror,
publicly announced that the conditions for closing of the Offer have been
satisfied or waived by the Offeror, or (iv) in the event that a competing offer
is made by a third party, such competing offer is considered by the Board to be
more favourable to the shareholders than the Offer, is not matched by the
Offeror within the deadline agreed for such matching offer, and the Board on the
basis of such competing offer has withdrawn its recommendation of the Offer.

COMPULSORY ACQUISITION AND DE-LISTING OF LUMI FROM EURONEXT GROWTH

Upon becoming the owner of more than 90% of the shares in Lumi, the Offeror
intends to make a compulsory acquisition of the remaining Shares in Lumi.
Furthermore, following settlement the Offer, the Offeror intends to propose to
the general meeting of Lumi that an application for delisting of the Shares from
Euronext Growth Oslo is filed with the Oslo Stock Exchange.

ADVISERS

Wikborg Rein Advokatfirma AS is acting as legal advisor to the Offeror and
Hanover.

ABG Sundal Collier ASA is acting as financial advisor and Advokatfirmaet
Thommessen AS as legal advisor to Lumi in connection with the Offer.

* * *

For further queries, please contact:

Martin Prytz, CFO and Head of Investor Relations
E-mail: IR@lumigruppen.no
Mobile: +47 480 14 078

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 considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Martin Prytz, CFO and Head of Investor Relations
of Lumi on 24 April 2023 at 08:00 CEST.

* * *

IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares in the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company’s other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e)
and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer will be subject to disclosure and other procedural requirements, including
with respect to the offer timetable, settlement procedures and timing of
payments, that are different from those that would be applicable under U.S.
domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

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