Terranet’s Board of Directors have decided to carry out a directed
issue of units to underwriters in connection with the completed
rights issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR
IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA,
CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA,
SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE
REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT
INFORMATION AT THE END OF THE PRESS RELEASE.
Terranet AB ("Terranet" or the
"Company") has, as previously
communicated, completed the rights issue of units,
consisting of shares and warrants
of series TO6 and TO7,
which the board decided on May
17, 2023 (the
"Rights
Issue"). In accordance with the
underwriting agreements that has been entered into
in connection with the Rights Issue,
Terranet's board of directors has today decided on a
directed issue of units to underwriters in the Rights
Issue who have chosen to receive underwriting
compensation in the form of new
units (the
"Compensation Issue"). The subscription
price in the Compensation Issue has been set
to the same subscription price as in the
Rights Issue, SEK 0.90 per unit which corresponds
to a subscription price of SEK 0.18 per share, and
payment is made by offsetting the
underwriters’ claims regarding
underwriting compensation.
As previously communicated in connection with
the Rights Issue, the underwriters, in accordance with the
underwriting agreements entered into, had the opportunity to choose
to receive underwriting compensation in the form of cash
compensation or in the form of new units. Several of the
underwriters has chosen to receive the underwriting compensation in
the form of new units. Due to this, the Board, relying on the
authorization from the annual general meeting held on May 10, 2023,
has today resolved on the Compensation issue, which includes a
total of 2,272,887 new units. Each unit in the Compensation Issue
consists of five (5) shares of series B, three (3) warrants of
series TO6 and three (3) warrants of series TO7. A total of
11,364,435 shares, 6,818,661 warrants of series TO6 and 6,818,661
warrants of series TO7 have been issued in the Compensation Issue.
Payment in the Compensation Issue have been made by offsetting the
underwriters’ claims against the Company for underwriting
compensation. The subscription price was set to SEK 0.90 per unit,
which corresponds to a subscription price of SEK 0.18 per share and
corresponds to the subscription price in the Rights Issue. In light
of this, the Board considers that the subscription price is in line
with market value. All units in the Compensation Issue have been
subscribed and allocated.
The reason for the deviation from the
shareholders' preferential right in the Compensation Issue is to
fulfill the Company's contractual obligation towards the
underwriters. The board believes that it is beneficial for the
Company's financial position to take advantage of the opportunity
to pay the underwriting compensation in the form of units instead
of a cash payment.
Through the Compensation Issue, the number of
shares in the Company increase by 11,364,435 B-shares, from
628,021,425 shares (consisting of 1,084,463 A-shares and
626,936,962 B-shares after registration of the Rights Issue) to
639,385,860 shares and the share capital increase by SEK
113,644.35, from SEK 6,280,214.25 to SEK 6,393,858.60. If all
warrants of series TO6 in the Compensation Issue are fully
exercised for subscription of new shares in the Company, the number
of shares in the Company will increase with an additional 6,818,661
B-shares, from 639,385,860 shares (1,084,463 A-shares and
638,301,397 B-shares) to 646,204,521 shares, and the share capital
will increase with an additional SEK 68,186.61, from SEK
6,393,858.60 to SEK 6,462,045.21. If all warrants of series TO7 in
the Compensation Issue are fully exercised for subscription of new
shares in the Company, the number of shares in the Company will
increase with an additional 6,818,661 B-shares, from 646,204,521
shares (1,084,463 A-shares and 645,120,058 B-shares) to 653,023,182
shares, and the share capital will increase with an additional SEK
68,186.61, from SEK 6,462,045.21 to SEK 6,530,231.82.
AdvisersMangold Fondkommission
AB is the financial advisor to Terranet in connection with the
Rights Issue and the Compensation Issue. Eversheds Sutherland
Advokatbyrå AB is the legal advisor to the Company in connection
with the Rights Issue.
For more information, please
contact:Magnus Andersson, CEO Email:
magnus.andersson@terranet.se
About Terranet AB
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.
- Directed issue - Terranet AB
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