Lifeline SPAC 1 | Warrants - Lifeline SPAC 1

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 company’s Sponsors have subscribed for a total of 329,672 sponsor warrants (series 2021-B) issued by the company. In addition to which the company’s members of the Sponsor Committee and Board of Directors have, personally or through their controlled companies, committed, in connection with the Offering, to subscribe for a total of 2,007,828 Sponsor Warrants. Each of the Sponsor Warrants 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. On the record date set by the Board of Directors, which is 30 days from the General Meeting deciding on the acquisition, 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 3,333,333 investor warrants may be issued, which entitle to subscribe for a maximum of 3,333,333 series A shares in the company.

The subscription period for the investor warrants begins and the investor warrants are issued from the trading day following the record date, 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 or the corresponding number of the merged company’s listed 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.