Supplementary document regarding the listing of Loyal Solutions A/S on Nasdaq First North Growth Market
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Supplementary document regarding the listing of
Loyal Solutions A/S on Nasdaq First North Growth Market
Date: 21 May 2021
Nasdaq First North Growth Market Disclaimer
Nasdaq First North Growth Market is a registered SME growth market, in accordance with the Directive on
Markets in Financial Instruments (EU 2014/65) as implemented in the national legislation of Denmark,
Finland and Sweden, operated by an exchange within the Nasdaq group. Issuers on Nasdaq First North Growth
Market are not subject to all the same rules as issuers on a regulated main market, as defined in EU legislation
(as implemented in national law). Instead they are subject to a less extensive set of rules and regulations
adjusted to small growth companies. The risk in investing in an issuer on Nasdaq First North Growth Market
may therefore be higher than investing in an issuer on the main market. All issuers with shares admitted to
trading on Nasdaq First North Growth Market have a Certified Adviser who monitors that the rules are
followed. The respective Nasdaq exchange approves the application for admission to trading.IMPORTANT INFORMATION About this supplementary document This document contains certain information related to Loyal Solutions A/S (“Loyal Solutions” or the “Company”), with corporate registration number (Dk. CVR No) 28850263 and reflects in applicable parts the completion of the issue of units (the "Issue of units"), consisting of shares (the “New Shares”) and free of charge warrants (the “Warrants”), as resolved upon by the Board of Directors of Loyal Solutions on 19 April 2021. Furthermore, the Supplementary Document contains certain supplementary information that is mandatory according to the Nasdaq First North Growth Market Rulebook. The Supplementary Document should be read as a supplement to the EU Growth Prospectus published by the Company in connection with the Issue of units.
Certified adviser
All companies whose shares are traded on Nasdaq First North Growth Market have a Certified Adviser to monitor
compliance with rules and regulations. Loyal Solutions has appointed Svensk Kapitalmarknadsgranskning AB
(“SKMG”) as the Company’s Certified Adviser. SKMG owns no shares in the Company.
Financial calendar
Current fiscal year: 1 July 2020 – 30 June 2021
Year-end-report: 31 August 2021
Annual report: 30 September 2021
AGM: 25 October 2021
Working capital statement
The Company has sufficient working capital to carry out its planned activities for the forthcoming twelve-month
period.
Share capital
The table below shows the development in the Company’s share capital for the period since the Company was
formed in 2005 until the date hereof.
Year Event Price per Nominal Increase in Increase in Total Total share
share value the number share capital number of capital
(DKK) of shares (DKK) shares (DKK)
2005 Company formation 1.00 DKK 1.00 125,000 125,000 125,000 125,000
2011 Capital increase 1.00 DKK 1.00 375,000 375,000 500,000 500,000
2015 Capital increase 1.00 DKK 1.00 7,000,000 7,000,000 7,500,000 7,500,000.00
2021 IPO 20.00 SEK 1.00 1,999,998 1,999,998.00 9,499,998 9,499,998.00
2022 Warrant exercise* 24.00 SEK 1.00 1,333,332 1,333,332.00 10,833,330 10,833,330.00
* Based on the assumption that all warrants are subscribed for and exercised during the exercise period, 4-25 May 2022.Capital structure and net indebtedness Shareholder’s equity and liabilities (DKK) 2021.05.20 Sum current debt -3,403,595 Guaranteed 0 Secured 0 Unguaranteed/unsecured -3,403,595 Sum non-current debt -9,973,514 Guaranteed 0 Secured -9,973,514 Unguaranteed/unsecured 0 Shareholders’ equity Share capital 9,499,998 Retained earnings 18,650,073 Other reserves 0 Sum shareholders’ equity 28,150,071 Net Indebtedness (DKK) 2021.05.20 (A) Cash 30,109,344 (B) Cash equivalents 943 (C) Trading securities 0 (D) Liquidity; (A)+(B)+(C) 30,110,287 (E) Current financial receivables 1,954,399 (F) Current bank debt 0 (G) Current portion of non-current debt -1,755,476 (H) Other current financial debt -3,403,595 (I) Sum current financial debt; (F)+(G)+(H) -5,159,071 (J) Net current financial indebtedness; (I)+(E)+(D) 26,905,615 (K) Non-current bank loans 0 (L) Bonds issued 0 (M) Other non-current financial debt -8,218,038 (N) Sum non-current financial indebtedness; (K)+(L)+(M) -8,218,038 (O) Net indebtedness; (J)+(N) 18,687,577 Board of Directors
The table below contains information about the members of the Board of Directors, their year of birth, each
member’s position, the year they were elected as board members for the first time, and whether they are considered
to be independent in relation to the Company and its executive management, and major shareholders.
Independent in relation to:
Year of Member of the The Company and its Major
Name birth Position Board since executive management shareholders
Frank Hansen 1964 Chairman 2011 Yes No
Henrik Nielsen 1964 Member 2015 Yes Yes
Morten Hershøj 1972 Member 2011 Yes Yes
Thomas A. Klitbo 1980 Member 2021 Yes Yes
Ownership structure
The table below sets forth information about the largest shareholders of Loyal Solution, including any shareholdings
held by the Board of Directors and executive management as of 21 May 2021. Except for what is presented in the
table below, there are no, according to the Company’s knowledge, natural or legal persons owning more than five
(5) percent of the votes and capital.
Part Number of shares Percentage of votes and capital (%)
LH-Bien 2 ApS1 3,827,152 40.2858
LH-Rams Holding ApS2 1,823,704 19.1969
LH-RHN Holding af 2015 ApS3 1,539,062 16.2007
ABSI Group Holding ApS4 310,082 3.2640
Thomas Klitbo5 24,999 0.2631
Others (approx. 1,400 shareholders) 1,974,999 20.7916
Total 9,499,998 100.0
1 Owned by Bien 2 ApS, which is ultimately owned by the company KR 362 ApS (of which Chairman of the Board of Directors
Frank Hansen owns 100 percent) and Ejendomsanpartsselskabet Kratmosehøj (owned by Helle Bernstorf Hydeskov (50
percent) and Martin Bernstorf Hydeskov (50 percent)). There is an ongoing demerger of Loyalty Holdings A/S, which until the
demerger is finalized owns 100 % of the shares in Loyal Solutions A/S, but after the demerger LH-Bien 2 ApS will be established
with the number of shares mentioned above.
2 Owned by Rams Holding A/S, which is ultimately owned by CEO Peter Kisbye. There is an ongoing demerger of Loyalty Holdings
A/S, which until the demerger is finalized owns 100 % of the shares in Loyal Solutions A/S, but after the demerger LH-Rams
Holding ApS will be established with the number of shares mentioned above.3 Owned by RHN Holding af 2015 ApS, which is
ultimately owned by Rudi Poula Raasthøj Nielsen, parent to previous board Member Henrik I Nielsen. There is an ongoing
demerger of Loyalty Holdings A/S, which until the demerger is finalized owns 100 % of the shares in Loyal Solutions A/S, but
after the demerger LH-RHN af 2015 Holding ApS will be established with the number of shares mentioned above.
4 Owned by Rams Holding, RHN Holding af 2015, KR 362 Apps, and PH Holding Vedbæk ApS.
5 Member of the Board of Directors.Loyal Solutions A/S
Robert Jacobsens Vej 68
DK-2300 Copenhagen S
Denmark
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