Lehto Group Oyj: Lehto Group Plc: Notification of major holdings and the use of the exemption rule pursuant to Chapter 11, Section 21, Subsection 5 of the Securities Markets Act
Lehto Group Plc
Stock exchange release
31 January 2025 at 17.00 (Finnish time)
Lehto Group Plc ("Company") has today received a notification pursuant to Chapter 9, Section 5 of the Finnish Securities Market Act from Hannu Lehto and the company he controls (Lehto Invest Oy, business ID 2034042-4). According to the notification Hannu Lehto's combined ownership and voting rights in Lehto Group Plc have increased as of 31 January 2025, exceeding the 50% reporting threshold of the Company's total shares and voting rights.
The increase in ownership is related to the Company's confirmed restructuring program, according to which the Company had to ensure the conversion of the Company's 15 million euros convertible bond into shares of the Company, at least for Lehto Invest Oy's 9.98 million euros receivable. As a result of the conversion, the Company's new shares have been registered in the Trade Register on 31 January 2025, and thus the ownership and voting rights of Lehto Invest Oy have exceeded the 50% threshold of the Company's newly registered total shares and voting rights (162 339 410 shares and votes).
Due to the increase in voting rights above the 50% threshold, Lehto Invest Oy has an obligation under Chapter 11, Section 19 of the Securities Market Act to make a mandatory public tender offer for all other shares issued by the Company, as well as for any securities issued by the Company entitling to the shares. However, Lehto Invest Oy, and the person exercising control over it, Hannu Lehto, have notified that they will use the exemption provision under Chapter 11, Section 21, Subsection 5 of the Securities Market Act and will waive their voting rights exceeding the threshold within one month from the creation of the obligation to make the tender offer, i.e., by 28 February 2025. The waiving will be made by transferring Company's shares.
Due to the exemption provision, Lehto Invest Oy, or Hannu Lehto exercising control over it, will not be required to initiate a mandatory public tender offer when the transfer of shares is made within the one-month period specified by the provision. To be exempted from the obligation to make a public tender offer, the party obligated to make the public tender offer or any person acting in concert with it will not be allowed to exercise voting rights in the Company until the ownership and voting rights have fallen below the public tender offer obligation threshold because of the transfer of shares.
| Total position of the notifier according to the notification: | ||||
| % of shares and voting rights (total of 7.A) | % of shares and voting rights through financial instruments (total of 7.B) | Total of both in % (7.A + 7.B) | Total number of shares and voting rights of Lehto Group Oyj | |
| Resulting situation on the date on which threshold was crossed or reached | 51,75 % | - | 51,75 % | 162 339 410 |
| Position of previous notification (if applicable) | - | - | - | - |
| Notified details of the resulting situation on the date on which the threshold was crossed or reached: | ||||
| A: Shares and voting rights | ||||
| Class/type of sharesISIN code | Number of shares and voting rights | % of shares and voting rights | ||
| Direct (SMA 9:5) | Indirect(SMA 9:6 ja 9:7) | Direct (SMA 9:5) | Indirect (SMA 9:6 ja 9:7) | |
| FI4000081138 | 191 745 | 83 814 760 | 0,12 % | 51,63 % |
| SUBTOTAL A | 84 006 505 | 51,75 % | ||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held: | |||
| Name | % of shares and votes | % of shares and votes through financial instruments | Total of both |
| Hannu Lehto | 191 745 | - | 191 745 |
| Lehto Invest Oy | 83 814 760 | - | 83 814 760 |
Lehto Group Plc
Board of Directors
Additional information
Hannu Lehto, CEO and board member
+358 500 280 448
Veli-Pekka Paloranta, CFO
+358 400 944 074