Warrants

The ownership structure of Lifeline SPAC I Plc consists of the company’s issued shares and share capital, in addition to which the company has issued and will issue warrants entitling to subscribe for the company’s series A shares in accordance with the terms of the warrants.

Lifeline SPAC I Plc has three types of warrants: founder warrants, sponsor warrants and investor warrants.

Founder warrants

In September 2021, the founder shareholders of the company have subscribed for a total of 495,833 founder warrants (series 2021-A) issued by the company, each of which entitles the holder to subscribe for one series A share in the company. The subscription price per warrant for the founder warrants is EUR 12.00 per subscribed share.

The company’s Board of Directors has the right to decide that subscriptions for warrants may be made as a net subscription. In net subscription, the subscription price and subscription ratio will be changed so that the subscriber of the Founder Warrants may subscribe for a number of the company’s series A shares corresponding to the net value of the founder warrants at a subscription price of EUR 0.01 per share. The net value of the founder warrants is calculated from the difference between the original subscription price and the share price. The company’s series A share price is the volume-weighted average price of the previous 30 days on the marketplace maintained by Nasdaq Helsinki, excluding the three trading days preceding the subscription announcement.

The founder warrants entitle to subscribe for the company’s series A shares 30 days after the completion of the acquisition.

Sponsor warrants

In connection with the offering, the members of the company’s Sponsor Committee and Board of Directors have subscribed for a total of 2,337,500  sponsor warrants (series 2021-B) issued by the company, each of which entitles the holder to subscribe for one series A share in the company. The subscription price for shares subscribed for with the Sponsor Warrants is EUR 12.00 per subscribed share.

The Board of Directors has the right to decide that the subscriptions for sponsor warrants may be made as a net subscription. In the net subscription, the subscription price and subscription ratio will be changed so that the subscriber of the sponsor warrants may subscribe for a number of the company’s series A shares corresponding to the net value of the sponsor warrants at a subscription price of EUR 0.01 per share. The net value of sponsor warrants is calculated from the difference between the original subscription price and the share price. The company’s series A share price is the volume-weighted average price of the previous 30 days on the marketplace maintained by Nasdaq Helsinki, excluding the three trading days preceding the subscription announcement.

Sponsor warrants entitle to subscribe for the company’s series A shares 30 days after the completion of the acquisition.

Investor warrants

The investor warrants (series 2021-C) are issued to those shareholders do have not voted against the Acquisition at the General Meeting and required the redemption of their series A shares after the General Meeting deciding on the acquisition and remain shareholders in Lifeline SPAC I on the record date of the investor warrants, on 23 September 2024. On the record date on 23 September 2024 all series A shareholders will be issued one investor warrant for every three series A shares held by the shareholder, entitling them to subscribe for one new series A share at a subscription price of EUR 11.50 per share. A maximum of 3,364,998 investor warrants may be issued, which entitle to subscribe for a maximum of 3,364,998 series A shares in the company.

The subscription period for the series A shares to be subscribed for with the investor warrants begins 30 days after trading in the shares of the combined company commences on the First North marketplace, and the subscription period continues for five years from the beginning of the subscription period. Investor warrants are freely transferable. The last trading day of the investor warrants is 4 trading days before the end of the subscription period of the investor warrants or some other date determined by Nasdaq Helsinki.

With investor warrants it is possible to subscribe for the company’s series A shares during subscription windows. There are subscription windows four times a year from January 1 to March 31, April 1 to June 30, July 1 to September 30 and October 1 to December 31. Shares subscribed with investor warrants provide the same rights as other series A shares of the company as of the date of registration in the Trade Register.

If a total of more than 50,000 company’s shares are subscribed with investor warrants, the company’s Board of Directors may decide on an additional subscription window and register all subscribed shares in the Trade Register on an accelerated schedule.

Investor Warrants – Q&A

How can I get the investor warrants?

All investors holding series A shares in Lifeline SPAC I on the record date of the investor warrants on 23 September 2024 receive investor warrants. The investor warrants will be automatically recorded in the investor’s book-entry account, and the shareholder does not need to do anything in order to receive them. The shareholder will receive one investor warrant for every three series A shares.

When can I subscribe for shares with the investor warrants?

Investor warrants can be used to subscribe for Lifeline SPAC I’s (Canatu Plc’s) series A shares 30 days after Lifeline SPAC I’s (Canatu Plc’s) series A shares are admitted to trading on the First North marketplace, i.e. on or about 17 October 2024.

If a holder’s registered office is in the United States, Canada, Australia, Hong Kong, South Africa, Singapore, Japan, New Zealand or any other country where the subscription of series A shares under the investor warrants would not be permitted, the holder cannot subscribe for series A shares with the investor warrants. However, the holder may sell their investor warrants.

When will the shares I have subscribed for with the investor warrants be delivered to me?

The board of directors of Lifeline SPAC I (Canatu Plc) approves the subscriptions made with investor warrants four times a year, after each subscription window. The subscription windows are 1January – 31 March, 1 April – 30 June, 1 July – 30 September and 1 October – 31 December. Once the board has approved the subscriptions, the new series A shares will be delivered within a few workdays.

Will the investor warrants remain in my book-entry account until the board has approved the subscription and the new shares have been delivered?

When an investor makes a subscription with an investor warrant, the investor warrant will be removed from their book-entry account and replaced by an interim share. When the board approves the subscription after the end of the subscription window and the new shares are entered in the Trade Register, the interim share will be removed from the book-entry account and replaced by a new series A share carrying shareholder rights. Interim shares cannot be traded.

How is the subscription made with an investor warrant?

The subscription with an investor warrant takes place through the investor warrant holder’s broker. The holder should ask their broker for instructions on how to make the subscription with the investor warrant.

When should the subscription price be paid?

The subscription price must be paid upon subscription. The subscription price is EUR 11.50 per share.

If I don’t want to use the investor warrants, what happens to them?

Investor warrants will expire worthless five years after the beginning of the subscription period, i.e. on or about 17 October 2029. The company will apply for the admission of the investor warrants to trading on the First North marketplace, so the holder may also sell them for the price formed in public trading.

Where can I find more information on the investor warrants and their use?

The terms and conditions of the investor warrants are available at www.lifeline-spac1.com. Lifeline SPAC I (Canatu Plc) will also publish a listing document before the investor warrants’ trading commences. The listing document will include comprehensive information on the investor warrants. The holder of the investor warrants should ask its broker for instructions on making subscriptions with the investor warrants.