The ownership structure of the company consists of the company’s issued shares and share capital, in addition to which the company has issued warrants and option rights entitling their holders to subscribe for the company’s series A shares in accordance with the terms of the warrants and option programmes. The company has three types of warrants: founder warrants, sponsor warrants and investor warrants. In addition, the company has two option programmes.

Warrants have originally been issued as part of the SPAC structure. The transaction between Lifeline SPAC I and Canatu (referred to as “acquisition” below) does not have an effect on the terms of the warrants. Option plans 2024-I and 2024-II have been agreed on in connection with the acquisition.

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 Canatu Plc 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.

Listing document for the investor warrants

Investor Warrants – Q&A

How can I get the investor warrants?
All investors holding series A shares in Canatu Plc 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 Canatu Plc’s series A shares 30 days after Canatu Plc’s series A shares are admitted to trading on the First North marketplace, i.e. on 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 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 as soon as practicably possible.

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 book-entry account operator. The holder should ask their book-entry account operator for instructions on how to make the subscription with the investor warrant. The subscription for a new series A share made with the investor warrant is binding and irrevocable, and it cannot be altered or annulled. Holders of the investor warrants should familiarise themselves with the terms of the investor warrants, which contain information on the conditions of the investor warrants and the subscriptions made with them. After the share subscription and paying the subscription price according to the payment instructions the book-entry account operator will take care of the required entries in subscriber’s book-entry account.

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 17 October 2029. The Board will approve the last share subscriptions made with the Investor Warrants as soon as possible after the last date of subscription, 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?
Canatu Plc will 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 their book-entry account operator for instructions on making subscriptions with the investor warrants.

Stock option plans

As replacement for Canatu’s cancelled option rights in connection with the completion of the acquisition, Lifeline SPAC I issued new option rights without consideration to the holders of Canatu’s option rights under option plan 2024-I. The total number of option rights issued was 1,676,752 option rights that entitle their holders to subscribe for 1,676,752 new series A shares in Canatu. The option rights were issued to the holders of Canatu’s option rights whose option rights had been cancelled in connection with the acquisition. An option agreement was concluded with each holder of option rights to determine, inter alia, how many option rights are issued to each holder of option rights. The subscription period for series A shares in the company with the option rights begins upon the registration of option plan 2024-I in the Trade Register and ends on 31 December 2029, however, taken into account that the option rights may not be exercised to subscribe for series A shares before the record date of the investor warrants. The subscription price of a series A share subscribed for with an option right is EUR 3.50. Unless otherwise resolved by the Board of Directors of the company, the option rights may not be transferred or pledged.

In Option Plan 2024-II, Canatu’s option holders are issued a total of 500,074 option rights entitling their holders to subscribe for series A shares in Canatu. 142,874 option rights will vest if Canatu’s volume-weighted average share price exceeds EUR 14.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2027. 142,874 option rights will vest if Canatu’s volume weighted average share price exceeds EUR 18.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028. 214,326 option rights will vest if Canatu’s volume-weighted average share price exceeds EUR 22.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028. Every vested option right in Option Plan 2024-II entitles its holder to subscribe for one new series A share in Canatu. However, no series A shares may be subscribed for under Option Plan 2024-II before 12 months have passed from the completion of the acquisition.

Earn-out

Lifeline SPAC I and the Sellers have agreed on an additional purchase price in connection with the Transaction. If the Combined Company’s volume-weighted average share price exceeds EUR 14.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2027, 1,857,093 new series A shares in the Combined Company will be offered to the Sellers for subscription without payment (“Earn-Out Payment I”). If the Combined Company’s volume-weighted average share price exceeds EUR 18.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028, 1,857,093 new series A shares in the Combined Company will be offered to the Sellers for subscription without payment in addition to Earn-Out Payment I (“Earn-Out Payment II”). If the Combined Company’s volume-weighted average share price exceeds EUR 22.00 for any ten trading days (which for the sake of clarity need not be consecutive) in any period of 30 trading days before 31 December 2028, 2,785,645 new series A shares in the Combined Company will be offered to the Sellers for subscription without payment in addition to Earn-Out Payment I and Earn-Out Payment II (“Earn-Out Payment III”, together with Earn-Out Payment I and Earn-Out Payment II, the “Earn Out Payments”). The Earn-Out Payments would be offered for subscription to those Sellers who held shares in Canatu in connection with the completion of the Transaction. The maximum additional purchase price is therefore 6,499,831 new series A shares in the Combined Company.