LUMI GRUPPEN AS - ANNOUNCEMENT OF UNSECURED LOAN AGREEMENT WITH LOLA BIDCO AS

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With reference to the stock exchange notices dated 31 August 2023, 29 September
2023 and 16 October, Lumi Gruppen AS ("Lumi Gruppen" or the "Company") today
announces having signed a new unsecured subordinated loan agreement for loan
financing in the amount of NOK 52 million provided by Lola Bidco AS, replacing
the previously announced rights issue that was cancelled in the Extraordinary
General Meeting, as announced on 1 November 2023. 

UPDATED AND AMENDED FINANCING TERMS WITH NORDEA

As previously announced, the financing agreement with Nordea Bank Abp, filial i
Norge (the "Nordea Loan Facility") has been updated with the following changes
compared to the existing loan facilities agreement:
o	From 1 to 2 term loans (Term Loan A ("TLA") of NOK 50M and Term Loan B ("TLB")
NOK 200m) 
o	Current Revolving Credit Facility ("RCF") of NOK 70m to remain in place
o	Changes in margin ratchet with separate margins for TLA and TLB 
o	Previous for the total facility (NOK 300m) 220bps to 345bps 
o	TLA New and RCF: 300bps to 450bps
o	TLB New: 350bps to 500bps
o	Arrangement and change of control waiver fee of NOK 5.2 million 
o	Amendment fee of 0.15% of the total facilities 

With reference to the trading update and the forecasted financial development
for the Group, a covenant reset has also been agreed with the following covenant
profile for the current school year (23/24) and thereafter: 
o	Covenant reset (NIBD / EBITDA) for quarters Q3'23 - Q2'24: 3.5x, 4.5x, 3.6x,
5.1x, thereafter flat out at 3.0x in Q1 and Q3, and 4.0x in Q2 and Q4 to cater
for seasonal WC fluctuations.

A condition for the amended Nordea Loan Facility is that the Company secures a
net amount in new capital of at least NOK 50,000,000 to reduce the Nordea Loan
Facility with the same amount. Payment of this amount has now been secured
through the loan agreement entered into with Lola Bidco AS on such terms as
further described below. 

LOAN AGREEMENT WITH LOLA BIDCO AS 

The Company has entered into an unsecured subordinated loan agreement (the "Loan
Agreement") in the amount of NOK 52,000,000 (the "Loan") with the Company's
50.7% shareholder, Lola Bidco AS, as lender (the "Lender"), for the purpose of
financing the repayment to Nordea as well as payment of certain fees, costs and
expenses related thereto. Lola Bidco AS is a wholly-owned subsidiary of Hanover
Active Equity Fund III SCA SICAV RAIF, advised by Hanover Investors Management
LLP.

The Loan has been entered into on an arms-length basis and with terms based on
the Nordea Loan Facility. The board of the Company has also issued a combined
report and statement pursuant to section 3-8(3) of the Norwegian Companies Act
with respect to the consideration to be paid by the Company in relation to the
Loan Agreement. The Company has also received an independent opinion from KPMG
AS, confirming that the Loan Agreement is valued in conformity with the
described principles and that there is reasonable correspondence between the
value of the Loan Agreement and the consideration for the Loan. Lola Bidco is
not receiving any fees for the arrangement of the Loan.  

As a consideration for the Loan, an annual interest rate will be charged,
subject to adjustments to ensure that the interest rate payable under the Loan
Agreement shall correspond to the interest rate that would have been payable if
the Loan had remained outstanding under (and added to) the Nordea Term Loan A
Facility (the facility with the lowest margin across the Nordea Facilities) for
the same period. The interest shall be payable in kind (PIK) on the last day of
each Interest Period (each an "Interest Payment Date"), with such interest
amount that has accrued up to the relevant Interest Payment Date being settled,
added to, and made part of, the outstanding principal amount of the Loan on that
Interest Payment Date. The starting interest rate applied will be NIBOR plus a
margin of 4.50 per cent. per annum as per Nordea Term Loan A.

The Company shall repay an amount equal to the lower of (a) the then outstanding
Loan and all other amounts then outstanding under the Loan Agreement and (b) NOK
26,000,000 plus any accrued interest on the Loan (whether compounded or not) as
at the date of such repayment, on the earlier of (i) the date occurring one week
prior to the annual general meeting of the Company for the year 2024 and (ii) 30
June 2024. 

The Company shall repay the then remaining outstanding Loan together with all
accrued interest on 16 September 2026 or, if later, the first business day after
the termination date under the Nordea Loan Facility. 


For further information please contact:

Martin Prytz, CFO and Head of Investor Relations
E-mail: [e-mail]
Mobile: [phone]


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 of the Norwegian Securities Trading Act. 

This stock exchange was published by Martin Prytz on the time and date provided.


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 degrees
within health, social sciences psychology and business and administration, both
on campus and online.

Click here for more information

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