Inside information: The Board of Directors of Lifeline SPAC I Plc has decided on a directed share issue and related increase to the number of investor warrants
The Board of Directors of Lifeline SPAC I Plc (the “Company”) has on today 5 July 2024 decided on a directed share issue of 94,995 series A shares (the “New Shares”) to the Company’s sponsors Timo Ahopelto, Petteri Koponen and Juha Lindfors (the “Sponsors”) in order to complete the acquisition disclosed on 5 July 2024.
The Sponsors have on 30 September 2021 committed to invest a total maximum of EUR 2 million in additional capital by subscribing for a total maximum of 200,000 series A shares in the Company at a subscription price of EUR 10.00 per share if the Company needs additional working capital to search for the acquisition target and complete the acquisition. The series A shares to be subscribed for do not entitle their holders to the Company’s assets in liquidation proceedings or other distribution of assets prior to the completion of the acquisition as the Sponsors have committed (i) to waive their right to distribution of assets prior to the completion of the acquisition entitled to by the series A shares possibly subscribed for by the Sponsors and (ii) to deliver to the Company these series A shares held by them without consideration if the Company is placed into liquidation or in bankruptcy prior to the completion of the acquisition. There is a weighty financial reason for the Company as the directed share issue is carried out to ensure the Company’s necessary working capital for the completion of the acquisition.
The subscription price of the New Shares, corresponding to the given commitment, is EUR 10.00 per share which equals the share subscription price in the Company’s initial public offering. The number of shares to be subscribed for in the share issue is 94,995 corresponding to approximately 0.9 per cent of the current listed shares in the Company.
The New Shares will be registered with the Finnish Trade Register on or about 16 July 2024, and they will carry shareholder rights in the Company as of the date of the registration. The Company will apply for the New Shares to be admitted to public trading on Nasdaq Helsinki Oy with the Company’s other shares (trading code: LL1SPAC, ISIN code: FI4000512496) so that the trading will begin on or about 17 July 2024. The number of shares in the Company after this share issue is a total of 12,594,995 shares.
In addition, the Board of Directors of the Company has on today 5 July 2024 decided on amending the terms and conditions of the investor warrants. The Company’s Board of Directors has on 30 September 2021 resolved to issue a total maximum of 3,333,333 special rights entitling to shares as referred to in Chapter 10, Section 1 of the Finnish Companies Act (the “Investor Warrants”). The Investor Warrants will be offered to the holders of the Company’s series A shares who have not (a) voted against the acquisition and (b) submitted a redemption request related to their shares to the Board of Directors of the Company. Each shareholder has a right, in connection with the acquisition, to one (1) Investor Warrant for each three (3) series A-shares. Each Investor Warrant entitles the holder to subscribe for one (1) new series A share in the Company. The Company’s Board of Directors has decided to raise the maximum number of Investor Warrants to be issued from 3,333,333 Investor Warrants to 3,364,998 Investor Warrants in order to ensure that there will be enough available Investor Warrants to all holders of series A shares after the new series A shares have been issued.
In addition, the Board of Directors of the Company has decided that technical change in paragraph 3.1 of the terms and conditions of the Investor Warrants will be removed by removing “or in its hold” from the sentence: “Each Investor Warrant entitles the holder of the Investor Warrant to subscribe for one (1) new or in its hold series A share of the Company”.
For further information, please contact:
Tuomo Vähäpassi, CEO, Lifeline SPAC I Plc
tuomo.vahapassi@lifeline-spac1.com
+358 40 736 0676
Lifeline SPAC I in brief
Lifeline SPAC I Plc is a Finnish Special Purpose Acquisition Company founded for corporate acquisitions. We raised capital with an offering and listed on the SPAC segment of the regulated market of Nasdaq Helsinki. Our objective is to carry out an acquisition within 36 months from the listing. We offer investors an opportunity to invest in companies that retail investors or many institutional investors otherwise would not be able to invest in, because these kinds of investments are typically made by later-stage private equity funds. Our aim is to generate profit for shareholders and increase the value of the target company by supporting its growth and development also after the acquisition. Our primary strategic goal is to identify and merge with an unlisted technology-focused Nordic company with high growth potential.