Lumi Gruppen AS - announcement of financial forecast for the school year 2023/2024, updated and amended financing terms and fully underwritten rights issue of NOK 53 million

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Lumi Gruppen AS - announcement of financial forecast for the school year
2023/2024, updated and amended financing terms and fully underwritten rights
issue of NOK 53 million 

With reference to the stock exchange notices dated 31 August 2023 and 29
September 2023, Lumi Gruppen AS ("Lumi Gruppen" or the "Company") today
announces updated and amended financing terms with its senior secured lenders,
including reset of the financial covenants, and a fully underwritten rights
issue of approx. NOK 53 million (the "Rights Issue"). 

Financial forecast

On 4 October 2023, Lumi Gruppen published a trading update including the results
of the student intake for the school year 2023/2024. The forecasted financial
outcome of this intake in terms of Revenue, EBITDA and EBIT is expected to be as
follows: 

Indicative key financials (IFRS) for the school year 2023/2024 (period from 1
July `23 to 30 June `24 / LTM on 30 June `24): 
   
o	Revenue: NOK 397 to 407 million 
o	EBITDA: NOK 90 to 94 million 
o	EBIT: NOK 35 to 38 million   

Based upon the expected financial development for the next 12 months, the Group
will implement necessary cost measures to compensate for the expected decline in
profitability The cost measures are expected to be in the size of NOK 12-18
million with full effect from the school year 2024/2025. More details on the
cost programme will be disclosed in the third quarter report to be published on
8 November 2023.   

Updated and amended financing terms

Following the change of control announcement on 15 August 2023, the financing
agreement (the "Financing Agreement") with Nordea Bank Abp, filial i Norge has
been updated with the following changes compared to the existing loan facilities
agreement:
o	Repayment of NOK 50 million on existing NOK 300 million facility with proceeds
from the rights issue 
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 the current school year and thereafter: 
o	Covenant reset (NIBD / EBITDA) for quarters Q3'23 - Q2'24: 3.5x, 4.5x, 3.6x,
5.1x, thereafter flat at 3.0x in Q1 and Q3, and 4.0x in Q2 and Q4 to cater for
seasonal WC fluctuations.

A condition for the updated and amended Financing Agreement is that the Company
raises a net amount of at least NOK 50,000,000 in new equity to reduce the loan
with the same amount. For practical reasons the Longstop date has been extended
to Friday 20 October 2023.

The Rights Issue

The Company intends to offer 5,435,898 new shares of the Company (the "New
Shares") for a subscription price of NOK 9.75 per New Share (the "Subscription
Price"), to raise gross proceeds of approximately NOK 53 million to satisfy the
equity condition under the Financing Agreement. Each shareholder will be granted
tradeable subscription rights ("Subscription Rights") in proportion to the
number of existing shares held at the date of the extraordinary general meeting
resolving the Rights Issue (the "EGM"), expected to be held on or about 31
October 2023, as registered in the Norwegian Central Securities Depository (VPS)
on the second Norwegian business day thereafter (the "Record Date), cf. section
10-4 of the Norwegian Private Limited Companies Act. One (1) Subscription Right
will, subject to applicable securities laws, give the right to subscribe for and
be allocated one (1) New Share in the Rights Issue. Oversubscription and
subscription without Subscription Rights will be allowed. 

Lola Bidco AS, (the "Underwriter") has, subject to customary conditions,
pre-committed to subscribe for a portion of the Rights Issue based on current
shareholding and to underwrite the remaining part of the Rights Issue, in full
securing the gross proceeds of the Rights Issue. 

Further,  certain other shareholder have pre-committed, or confirmed its
intention to subscribe, which together with the pre-commitment from the
Underwriter, accounts for approximately 64 percent in aggregate of the Rights
Issue. 

Shareholders, including the Underwriter and the other pre-committing
shareholders, currently representing approximately 64 per cent of the total
number of outstanding shares in the Company, have undertaken or confirmed that
they will vote in favour of the Rights Issue at the EGM. 

Expected key dates (subject to changes):
o	31 October: Extraordinary General Meeting
o	1 November: Shares trading exclusive Subscription Rights
o	2 November: Record Date - VPS showing shareholders as per close of 31 October
eligible to receive Subscription Rights 
o	3-16 November: Subscription Period
o	3-13 November: Trading in Subscription Rights

The Company will prepare a National Registration Prospectus for the Rights Issue
that will include the full terms and conditions of the Rights Issue. All dates
and other figures with respect to the Rights Issue included herein remain
tentative and subject to change. Any changes will be announced at the EGM or
through stock exchange announcements. 

ABG Sundal Collier ASA and Nordea Bank Abp, filial i Norge, have been retained
as managers (the "Managers") for the Rights Issue. Advokatfirmaet Haavind AS is
legal advisor to the Company. 

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. 

ALTERNATIVE PERFORMANCE MEASURES (APM): Certain financial measures and ratios
related thereto in this release, including EBIT, EBITDA and NIBD (collectively,
the Non-GAAP measures), are not specifically defined under IFRS or any other
generally accepted accounting principles. These measures are presented in this
release because they are among the measures used by Management to evaluate the
cash available to fund ongoing, long-term obligations and they are frequently
used by other interested parties for valuation purposes or as a common measure
of the ability of a company to incur and meet debt service obligations.  These
measures may not be comparable to other similarly titled measures of other
companies and are not measurements under IFRS or other generally accepted
accounting principles, and you should not consider such items as alternatives to
profit for the year, total operating revenues, operating income or any other
performance measures derived in accordance with IFRS, and they may be different
from similarly titled measures used by other companies. Please also see our
quarterly reports or annual reports for further information, reconciliations and
historical figures. 1) EBIT Our EBIT represents operating income. 2) EBITDA
Earnings before interest, tax, depreciation and amortization. Net
interest-bearing debt (NIBD) Net interest-bearing liabilities is defined as
non-current interest-bearing debt and current interest-bearing liabilities less
cash and cash equivalents. NIBD does not include lease liabilities due to IFRS
16. Net debt is a measure of the Group's net indebtedness that provides an
indicator of the overall balance sheet strength.

Important information: This release is not for publication or distribution, in
whole or in part directly or indirectly, in or into Australia, Canada Japan, or
the United States (including its territories and possessions, any state of the
United States and the District of Columbia). This release is an announcement
issued pursuant to legal information obligation. It is issued for information
purposes only, and does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities, in the United States or in any other
jurisdiction. The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the "US
Securities Act"). The securities may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the US
Securities Act. The Company does not intend to register any portion of the
offering of the securities in the United States or to conduct a public offering
of the securities in the United States. Copies of this announcement are not
being made and may not be distributed or sent into Australia, Canada, Japan or
the United States. Any offering of the securities referred to in this
announcement will be made by means of a prospectus. This announcement is an
advertisement and is not a prospectus. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned prospectus, if a prospectus is published. Copies
of any such prospectus will, following publication, be available from the
Company's registered office and, subject to certain exceptions, on the websites
of ABG Sundal Collier ASA and Nordea Bank Abp, filial i Norge. The issue,
subscription or purchase of shares in the Company is subject to specific legal
or regulatory restrictions in certain jurisdictions. Neither the Company nor the
Managers assume any responsibility in the event there is a violation by any
person of such restrictions. The distribution of this release may in certain
jurisdictions be restricted by law. Persons into whose possession this release
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. The Managers are acting for the
Company and no one else in connection with the offering and will not be
responsible to anyone other than the Company providing the protections afforded
to their respective clients or for providing advice in relation to the offering
and/or any other matter referred to in this release. Forward-looking statements:
This release and any materials distributed in connection with this release may
contain certain forward-looking statements. By their nature, forward-looking
statements involve risk and uncertainty because they reflect the Company's
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.

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