Terranet's board of directors resolves on directed issues of units
and transfer of warrants to all shareholders
Terranet AB ("Terranet" or the
"Company") announces that the board of directors has today resolved
to carry out a directed issue of units of approximately SEK 10
million, consisting of shares of series B and warrants of series
TO8 to a number of pre-approached investors, including existing
shareholders. In order to partly compensate the shareholders for
the dilution resulting from the issue, the board of directors has
also resolved on a directed issue of warrants of series TO8 to the
Company, which will be transferred without consideration to all
shareholders in the
Company. Directed
issues of units
The board of directors of Terranet has today
resolved on a directed issue of a total of 71,428,569 units at a
subscription price of SEK 0.14 per unit corresponding to SEK 0.07
per share. The issue proceeds amount to a total of approximately
SEK 10 million (the "Directed Issue"). Each unit
in the Directed Issue consists of two (2) shares of series B and
one (1) warrant of series TO8. The subscription price in the
Directed Issue has been determined after negotiations with the
subscribers and corresponds to a discount of approximately 9.23 per
cent in relation to the volume-weighted average price of the
Company's share on Nasdaq First North Premier Growth Market during
the period 27 December 2023 up to and including 10 January 2024 and
is considered by the board of directors to be on market terms.
The Directed Issue has been resolved in two
tranches. The first tranche has been resolved with the support of
the authorisation from the annual general meeting on 10 May 2023,
corresponding to approximately SEK 7.75 million (the "First
Issue"). The right to subscribe for units in the First
Issue is, with deviation from the shareholders' preferential
rights, granted to Social Assets AB, Oliver Aleksov, Patrick
Bergström and Erik Eurenius. The second tranche has been resolved
by the board of directors subject to the subsequent approval of the
general meeting, corresponding to approximately SEK 2.25 million
(the "Second Issue"). The right to subscribe for
units in the Second Issue is granted to the shareholder Maida Vale
Capital AB (a company partly controlled by board member Anders
Blom).
Prior to the Directed Issue, the board of
directors has considered the possibility of raising capital through
a cash rights issue but has concluded that a rights issue, compared
to the Directed Issue, (i) would be significantly more
time-consuming and entail significantly higher costs and increased
exposure to potential market volatility compared to a directed
issue, (ii) would probably not be subscribed to the required
extent, given the current climate on the stock market, without
underwriting commitments being procured in order to ensure that the
Company is provided with sufficient capital, which in turn risks
incurring additional costs and/or further dilution depending on the
type of consideration paid for such underwriting, (iii) would
entail an uncertainty in relation to the size of the capital that
the Company may receive from the Company's existing shareholders
and (iv) would probably need to be made at a lower subscription
price in view of the discount levels that have been applied on the
stock market recently. Other alternatives, including the raising of
a long-term loan, have also been considered but have either been
deemed to entail too high costs or not to generate sufficient
working capital and thus not to be in the interest of the Company
or the shareholders. The directed share issue further entails that
i) the Company's shareholder base is broadened with new investors
with an interest in the Company and its development and ii) the
Company's ownership base is strengthened by a number of existing
owners investing further in the Company. In the board's opinion,
the above provides a strengthened ownership picture. An increased
ownership for certain existing shareholders with great commitment
to the Company and its future development creates, in the board's
opinion, conditions for stability and security for both the Company
and other shareholders. Against this background, the board of
directors has made the assessment that a directed new share issue
on the proposed terms is the most favourable for the Company and
its shareholders, especially since the Company is in need of
immediate financing.
Issue and transfer of warrants and terms
and conditions for TO8.
In order to partly compensate the shareholders
for the dilution resulting from the Directed Issue, the board of
directors has, based on the authorisation from the Annual General
Meeting on 10 May 2023, resolved on a directed issue of 68,649,624
warrants of series TO8 to the Company. The warrants are issued and
subscribed for without consideration, by the Company. The Company
will transfer the warrants without consideration to the
shareholders of the Company. Upon transfer, the holding of eleven
(11) shares (regardless of series) will entitle each shareholder to
receive one (1) warrant of series TO8. When determining the number
of warrants that each shareholder is entitled to, fractions will be
rounded down to the nearest whole number. The board will announce
the record date for the transfer, which is expected to occur no
later than February 2024.
One (1) warrant of series TO8 entitles the
holder to subscribe for one (1) share of series B in the Company at
a subscription price of SEK 0.14 (corresponding to 200% of the
subscription price per share in the Directed Issue). Application
for subscription of shares with the support of warrants of series
TO8 will take place during the period from 18 November 2024 up to
and including 29 November 2024.
"The completed share issue together with the
issuance of warrants of series TO8 provides the company with
additional financial stability, which strengthens our opportunities
to further accelerate our product and business development of
BlincVision. We look forward to communicating our progress in the
business to the market in the coming months", says Magnus
Andersson, CEO of Terranet.
Extraordinary General
Meeting
In accordance with the press release published
by Terranet on 10 January 2024, the board of directors will convene
an extraordinary general meeting. The general meeting will take
place on 31 January 2024 to, among other things, decide on the
approval of the board of directors' decision on the directed unit
issue to the shareholder Maida Vale Capital AB. The notice will be
published during the day through a separate press release.
Number of shares, share capital and
dilution
Through the Directed Issue, the share capital
will, provided that the extraordinary general meeting resolves to
approve the board of directors' resolution on the Second Issue,
increase by SEK 1,428,571.38, from SEK 7,551,458.69 to SEK
8,980,030.07 through a new issue of 142,857,138 shares of series B,
which means that the total number of shares will increase from
755,145,869 to 898,003,007 shares and entails a dilution of
approximately 15.91 per cent for shareholders who did not
participate in the issue. Upon subsequent exercise of warrants of
series TO8 issued in the Directed Issue, the Company's share
capital may increase by an additional SEK 714,285.69 and the number
of shares of series B may increase by 71,428,569. Upon full
exercise of the warrants of TO8, the Company will receive an
additional SEK 10 million.
Through the directed issue of TO8, which will be
transferred to the shareholders, the number of shares of series B
in the Company may increase by an additional 68,649,624, which may
result in an increase of the share capital by SEK 686,496.24. Upon
full exercise of the warrants of TO8 that will be transferred to
the shareholders, the Company will receive approximately SEK 9.6
million.
Advisors
Eversheds Sutherland Advokatbyrå AB has acted as
legal advisor in connection with the Directed Issue. Mangold
Fondkommission AB acts as issuing agent.
This information is information that Terranet AB
is required to disclose pursuant to the EU Market Abuse Regulation
(EU nr 596/2014). The information was submitted for publication,
through the agency of the contact person set out above, on 12
January 2024 08.45.
For more information, please
contact Magnus
Andersson,
CEO E-mail:
magnus.andersson@terranet.se
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 and patented vision technology,
Terranet's anti-collision system BlincVision scans and detects road
objects multiple 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, Stuttgart, Germany. The
company is listed on Nasdaq First North Premier Growth Market since
2017 (Nasdaq: TERRNT-B).Follow our journey on www.terranet.se
Certified Adviser to Terranet is Mangold
Fondkommission AB, 08-503 015 50, ca@mangold.se.
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