Hilbert Group AB (Nasdaq: HILB B) wishes to highlight the key structural terms of its recently announced USD 10 million convertible bond transaction with Helena Partners Inc (“Helena”) emphasizing the shareholder-aligned protections and partnership-focused structure of the financing.
First $5 Million of Upfront Capital Closed with Built-In Shareholder Protections
Hilbert has secured USD 5 million in immediate growth capital through an 18-month convertible bond with Helena. Over the course of the next 36 months, the Company (at its sole discretion) may request a second USD 5 million convertible bond under the same terms. The debt features multiple structural protections designed to manage dilution and align investor interests:
- Maximum Dilution Cap: A hard floor price of SEK 5 per share, limiting maximum potential dilution from each tranche to approximately 10% regardless of market conditions.
- Controlled Conversion Mechanics: Helena is limited to selling a maximum of 10% of monthly trading volume and is prohibited from selling within three trading days before any conversion, ensuring orderly market dynamics.
- No Short Selling: Helena is contractually prohibited from short selling Hilbert shares and holds no shares until formal conversion occurs.
- Early Repayment Option: Hilbert retains the right to repay any outstanding debt early at 105% of principal at any time, providing strategic flexibility.
Long Capital, Not Equity Line Facility
- This structure differs fundamentally from equity line of credit (ELOC) arrangements. Helena provides full capital upfront and assumes genuine market and credit risk, aligning their interests with long-term share price performance. The facility does not require continuous share sales or create permanent selling pressure.
- Interest accrues as PIK (Pay-In-Kind) and is added to principal rather than paid in shares, avoiding incremental dilution during the term.
Supportive Long-Term Capital Partner
Hilbert’s option to request a second convertible bond runs for 36 months, and Hilbert retains the right to repay early at 105% of principal, at any time. Helena has no obligation to convert any portion of the bond . The financing supports Hilbert's strategic initiatives including potential acquisitions, further market expansion, and continued development of institutional-grade digital asset investment infrastructure.
Jeremy Weech, Helena Managing Partner comments: “Helena plans on being a long-term supporter of Hilbert’s growth strategy and management. We view ourselves as a long-term financing partner to Hilbert and have no plans to convert our debt for the time being. We want to see Hilbert’s management team execute on its stated plan of reaching $1 billion in AUM and believe with the recent closing of our $5 million financing, Barnali and the team have everything they need to achieve this.
Barnali Biswal, CEO of Hilbert Group continues: “I want to re-iterate what was said in the press release form last week – this strategic financing positions Hilbert to capitalize on key opportunities in the digital asset and decentralized finance ecosystems while maintaining a disciplined, long-term capital structure”.
For further information, please contact:
Barnali Biswal, CEO Hilbert Group AB or
Niclas Sandström, Co-founder Hilbert Group AB
+46 (0)8 502 353 00
ir@hilbert.group
