Terranet AB announces outcome in rights issue
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RELEASE.
Terranet AB ("Terranet" or the
"Company") has completed the rights issue of units consisting of
shares of series B, warrants of series
TO6, and warrants of series TO7
which the board of directors decided on May 17, 2023, with
authorisation from the
annual general meeting on May 10, 2023
(the “Rights Issue”). The outcome
concludes that
40,646,315
units have been subscribed through use of unit rights,
corresponding to approximately
48.5
percent of the Rights Issue. Additionally, the Company has
received applications for subscription of
1,044,146
units without unit rights, corresponding to
approximately
1.2
percent of the Rights Issue. A total of
41,690,461
units were subscribed with the support of unit rights and
applications for subscription without unit rights, corresponding
to 49.8
percent of the Rights Issue. Hence, underwriting
commitments of
16,924,872
units, corresponding to
20.2
percent of the Rights Issue, will be exercised. In
total,
58,615,333
units were subscribed, corresponding to 70.0 percent of the
Rights Issue. Through the Rights Issue, the Company will receive
approximately SEK 52.8 million
before issue costs.
Outcome in the Rights IssueThe
subscription period in the Rights Issue ended on June 13, 2023. The
final outcome shows that 40,646,315 units has been subscribed for
with support of unit rights, corresponding to approximately 48.5
percent of the Rights Issue. Additionally, the Company has received
applications for subscription of 1,044,146 units without support of
unit rights, corresponding to approximately 1.2 percent of the
Rights Issue. Consequently, 41,690,461 units were subscribed with
and without unit rights, corresponding to approximately 49.8
percent of the Rights Issue. Underwriting commitments of 16,924,872
units will be exercised by the Company, corresponding to 20.2
percent of the Rights Issue. Each unit consists of five (5) newly
issued shares of series B, three (3) warrants of series TO6 and
three (3) warrants of series TO7. In total, 58,615,333 units were
subscribed, corresponding to 293,076,665 newly issued shares of
series B, 175,845,999 warrants of series TO6 and 175,845,999
warrants of series TO7.
Through the Rights Issue, the Company will
receive approximately SEK 52.8 million before issue costs. Upon
full exercise of all warrants of series TO6, the Company may be
provided with an additional capital injection of up to
approximately SEK 47.5 million. Upon full exercise of all warrants
of series TO7, the Company may be provided with an additional
capital injection of up to approximately SEK 47.5 million.
Comment from Magnus
Andersson, CEO“It’s nice that even in
this tough market climate we have shareholders who support and
believe in Terranet. I look forward to our opportunities, both in
terms of partnership and the development of BlincVision.”
Allocation of units subscribed for
without the support of unit
rightsAllocation of units subscribed for without
the support of unit rights has taken place in accordance with what
is stated in the prospectus that the Company published on May 25,
2023, due to the Rights Issue. Notification of such allocation is
announced separately through settlement notes. Nominee-registered
shareholders receive notification of allotment in accordance with
instructions from the respective nominee.
Shares and share capitalThrough
the Rights Issue, the number of shares in the Company increase by
293,076,665 B-shares, from 334,944,760 shares (consisting of
1,084,463 A-shares and 333,860,297 B-shares) to 628,021,425 shares
and the share capital increase by SEK 2,930,766.65, from SEK
3,349,447.60 to SEK 6,280,214.25. If all warrants of series TO6 are
fully exercised for subscription of new shares in the Company, the
number of shares in the Company will increase with an additional
175,845,999 B-shares, from 628,021,425 shares (1,084,463 A-shares
and 626,936,962 B-shares) to 803,867,424 shares, and the share
capital will increase with an additional SEK 1,758,459.99, from SEK
6,280,214.25 to SEK 8,038,674.24. If all warrants of series TO7 are
fully exercised for subscription of new shares in the Company, the
number of shares in the Company will increase with an additional
175,845,999 B-shares, from 803,867,424 shares (1,084,463 A-shares
and 802,782,961 B-shares) to 979,713,423 shares, and the share
capital will increase with an additional SEK 1,758,459.99, from SEK
8,038,674.24 to SEK 9,797,134.23.
Warrants of series
TO6Each warrant of series TO6 entitles
the holder to subscribe for one (1) new share of series B in the
Company at an exercise price corresponding to seventy (70) percent
of the volume-weighted average price (VWAP) of the Company's share
on Nasdaq First North Premier Growth Market during the period from
and including November 10, 2023 up to and including November 23,
2023, however a minimum of the share’s quota value (SEK 0.01) and a
maximum of SEK 0.27 per B-share. Subscription of new B-shares
through warrants of series TO6 shall be carried out according to
the terms of the warrants during the period from and including
November 27, 2023, up to and including December 11, 2023. The
warrants of series TO6 are intended to be admitted to trading on
the Nasdaq First North Premier Growth Market after final
registration of the Rights Issue with the Swedish Companies
Registration Office.
Warrants of series
TO7Each warrant of series TO7 entitles
the holder to subscribe for one (1) new share of series B in the
Company at an exercise price corresponding to seventy (70) percent
of the volume-weighted average price (VWAP) of the Company's share
on Nasdaq First North Premier Growth Market during the period from
and including May 2, 2024 up to and including May 16, 2024, however
a minimum of the share’s quota value (SEK 0.01) and a maximum of
SEK 0.27 per B-share. Subscription of new B-shares through warrants
of series TO7 shall be carried out according to the terms of the
warrants during the period from and including May 20, 2024, up to
and including June 3, 2024. The warrants of series TO7 are intended
to be admitted to trading on the Nasdaq First North Premier Growth
Market after final registration of the Rights Issue with the
Swedish Companies Registration Office.
Paid subscribed units
("BTU”)Trading with BTU (Paid Subscribed Unit) takes place
on Nasdaq First North Premier Growth Market until the conversion of
BTU into B-shares and warrants after the Rights Issue has been
registered with the Swedish Companies Registration Office.
Registration with the Swedish Companies Registration Office is
expected to take place during week 26, 2023.
Compensation to underwritersIn
connection with the Rights Issue, an external investor and Mangold
Fondkommission have entered underwriting commitments. For
underwriting commitments made, an underwriting compensation of 15
percent of the underwritten amount is paid in cash or alternatively
20 percent of the underwritten amount in the form of units.
Underwriters who wish to receive underwriting compensation in the
form of units must notify Mangold Fondkommission AB no later than
June 22, 2023. The subscription price for any units issued as
underwriting compensation has been set at SEK 0.90 per unit, which
corresponds to the subscription price in the Rights Issue and which
the board of directors deems to be of fair market value. In total,
a maximum of 44,156,560 units may be issued as underwriting
compensation to the underwriters.
AdvisersMangold Fondkommission AB is the
financial advisor to Terranet in connection with the Rights Issue.
Eversheds Sutherland Advokatbyrå AB is the legal advisor to the
Company in connection with the Rights Issue.
For more information, please
contactMagnus Andersson CEO Email:
magnus.andersson@terranet.se
This information is such that Terranet AB is required to make
public in accordance with the EU’s Market Abuse Regulation (MAR).
The information was made public by the Company’s contact person
below on June 15, 2023, at 16:30 CEST.
About Terranet AB (publ)
Terranet is on a mission to save lives in urban
traffic.
We develop breakthrough tech solutions for Advanced Driver
Assistance Systems (ADAS) and Autonomous Vehicles (AV) that protect
vulnerable road users.
With a unique patented vision technology, Terranet’s
anti-collision system BlincVision laser scans and detects road
objects up to ten times faster and with higher accuracy than any
other ADAS technology available today.
Terranet is based in Lund, Sweden, and in the heart of the
European automotive industry in Stuttgart, Germany. The company is
listed on Nasdaq First North Premier Growth Market since
2017(Nasdaq: TERRNT-B).
Follow our journey at www.terranet.se
Certified Adviser to Terranet is Mangold Fondkommission AB.
Important information
The release, announcement or distribution of
this press release may, in certain jurisdictions, be subject to
restrictions. The recipients of this press release in jurisdictions
where this press release has been published or distributed shall
inform themselves of and follow such restrictions. The recipient of
this press release is responsible for using this press release, and
the information contained herein, in accordance with applicable
rules in each jurisdiction. This press release does not constitute
an offer, or a solicitation of any offer, to buy or subscribe for
any securities in Terranet in any jurisdiction, neither from
Terranet nor anyone else.
This press release does not constitute or form
part of an offer or solicitation to purchase or subscribe for
securities in the United States. The securities referred to herein
may not be sold in the United States absent registration or an
exemption from registration under the US Securities Act of 1933, as
amended (the “Securities Act”), and may not be
offered or sold within the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. There is no
intention to register any securities referred to herein in the
United States or to make a public offering of the securities in the
United States. The information in this press release may not be
announced, published, copied, reproduced or distributed, directly
or indirectly, in whole or in part, within or into Australia, Hong
Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South
Africa, the United States or in any other jurisdiction where such
announcement, publication or distribution of the information would
not comply with applicable laws and regulations or where such
actions are subject to legal restrictions or would require
additional registration or other measures than what is required
under Swedish law. Actions taken in violation of this instruction
may constitute a crime against applicable securities laws and
regulations.
- Terranet - Publication of outcome ENG
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