LUMI GRUPPEN AS - APPROVAL OF SHARE CAPITAL INCREASE BY CONVERSION OF PARTS OF THE LOAN GRANTED BY LOLA BIDCO AS

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16 April 2024

Lumi Gruppen AS ("Lumi Gruppen" or the "Company") refers to the stock exchange
notice dated 17 November 2023, pursuant to which it was announced that the
Company had entered into an unsecured subordinated loan agreement (the "Loan
Agreement") for a loan 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 a loan repayment to Nordea as well as payment of certain
fees, costs and expenses related thereto. The Lender is an affiliate of the
Company's largest indirect shareholder Hanover Active Equity Fund III SCA
SICAV-RIAF ("Hanover").

The first repayment instalment of the Loan of NOK 26,000,000 plus accrued
interest falls due on 30 April 2024 (the "First Instalment").

The Company and the Lender have today agreed that the first repayment instalment
of the Loan of NOK 26,000,000, plus accrued unpaid interest of NOK 1,932,433, in
total NOK 27,932,430, shall be converted into equity in the Company (the "Loan
Conversion"), by way of the Company issuing a total of 2,793,243 new shares (the
"Conversion Shares") to the Lender. The subscription price per Conversion Share
has been set to NOK 10 (the "Conversion Price"). The board of directors of the
Company will resolve to issue the Conversion Shares to the Lender on the basis
of the board authorisation to increase the share capital of the Company granted
by the annual general meeting held on 24 April 2023. 

Subject to completion of the Loan Conversion, and following registration of the
share capital increase pertaining to the Loan Conversion with the Norwegian
Registry of Business Enterprises (Nw. Foretaksregisteret), the Company's share
capital will be NOK 24,374,563.92, divided into 58,034,676 shares, each with a
par value of NOK 0.42.  

The board of directors has carefully and diligently assessed alternative
solutions allowing the Company to meet its obligations under the Loan Agreement,
and based on the alternatives available to it, concluded that the Loan
Conversion was the alternative that best served the common interests of the
Company and its shareholders. This assessment was based upon inter alia that the
Loan Conversion would be carried out at a lower cost, faster and with a lower
completion risk, than the other available alternatives.

In this respect, the board of directors has considered the obligations on equal
treatment of shareholders. In the board's opinion, the Loan Conversion is in
compliance with these requirements. The board's assessment includes inter alia
the following considerations:

o	The Company does not have available liquid funds to repay the First Instalment
within the maturity date. The board has considered alternative sources of
financing to ensure repayment of the First Instalment. The Company does not have
available credit lines that can be utilised, nor any prospect that this can be
put in place in time for maturity of the First Instalment;
 
o	A rights issue will take relatively long time to complete and will be at a
significantly higher cost on the Company compared to the Loan Conversion,
particularly in light of the relatively limited size of the issue. In order to
carry out a rights issue, a prospectus would have to be prepared, an investment
bank would have to be engaged to handle subscriptions and process;

o	A possible alternative considered by the board was to carry out a private
placement for cash consideration, directed at some of the Company's larger
shareholders. However, the board concluded that the Loan Conversion was a better
alternative for the Company and its shareholders, all relevant factors taken
into consideration, including with respect to cost, time to completion and
completion risk;  
 
o	The share capital increase will reduce the Company's interest bearing debt by
an amount equal to the First Instalment, thereby strengthening the Company's
balance sheet and reducing the Company's interest costs;

o	The Loan Conversion will be completed at a subscription price that closely
corresponds to the latest registered trades at Euronext Growth on 15 April 2024.
The liquidity in the Company's shares is limited, but the recent registered
trades support that the Conversion Price reflect fair market value of the
Company. In February 2024, Nordea provided an equity research report
commissioned by the Company, which concluded with a fair market value range of
NOK 7-12 per share. Accordingly, this equity research also supports that the
Conversion Price reflect fair market value.   

o	The Loan Conversion will result in a limited dilution of the other
shareholders and will not result in any change in Hanover's shareholder rights
in the Company. As far as the board is aware, no other shareholders will, as a
result of the Loan Conversion, fall below any control threshold. Accordingly,
the Loan Conversion will not result in any shift in the control situation in the
Company.

Regardless of the above, the board wishes to give the shareholders of the
Company the opportunity to vote on whether the board shall be granted with an
authorisation to increase the Company's share capital for the purpose of
allowing the board to consider if a subsequent repair offering shall be carried
out. A proposal for such resolution to grant an authorisation to the board,
including with respect to the maximum size of a subsequent repair offering, will
therefore be included on the agenda in connection with the annual general
meeting planned in May. If a subsequent repair offering is resolved to be
carried out in accordance with the above, the subsequent repair offering will,
subject to applicable securities laws, be carried out on the basis of a per
share subscription price equal to the Conversion Price and be directed towards
existing shareholders in the Company (except the Lender and other affiliates of
Hanover) as of the date of any resolution to carry out the subsequent repair
offering (such date to be communicated separately in conjunction with any
resolution to carry out the subsequent repair offering). 


For further information please contact:

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


This information is subject to the disclosure requirements pursuant to section
3.10 of Euronext Growth Rulebook II.  

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

Click here for more information

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