Terranet’s Board of Directors have decided to carry out a right
issue of units of approximately SEK 75 million and refinances
outstanding loan
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.
The Board of Directors of Terranet AB
("Terranet” or the “Company”) has today, with authorization from
the general meeting on 10 May 2023, decided to carry out an issue
of units consisting of shares and warrants with preferential rights
for existing shareholders of approximately SEK 75.4 million (the
"Rights Issue"). The Rights Issue is covered to approximately 70
percent through subscription commitments and underwriting
commitments, from amongst other the largest shareholder in the
Company. The Company has also refinanced its outstanding loan,
including interest, of SEK 30.4 million with maturity until 30 June
2024.
Summary
- The Board of Directors of Terranet
has, with authorization from the general meeting on 10 May 2023,
resolved to carry out the Rights Issue of a maximum 83,736,190
units, corresponding to 418,680,950 B-shares, 251,208,570 warrants
of series TO6 and 251,208,570 warrants of series TO7.
- When fully subscribed, the Rights
Issue can provide Terranet with approximately SEK 75.4 million
before issue costs.
- In the event of full subscription
and full exercise of all warrants of series TO6 in conjunction with
offered units, the Company may be provided with an additional
maximum of approximately SEK 67.8 million.
- In the event of full subscription
and full exercise of all warrants of series TO7 in conjunction with
offered units, the Company may be provided with an additional
maximum of approximately SEK 67.8 million.
- The Rights Issue is covered to
approximately 70 percent through subscription commitments and
underwriting commitments, including from the Company’s largest
shareholder that subscribes for their full pro rata of SEK 13
million and underwrites another SEK 8.5 million.
- All existing shareholders will
receive one (1) unit right for each one (1) share, regardless of
share class, owned on the record date, 25 May 2023. Four (4) unit
rights give the right to subscribe for one (1) unit. One (1) unit
consists of five (5) newly issued B-shares, three (3) warrants of
series TO6 and three (3) warrant of series TO7. The subscription
price per unit is SEK 0.90, corresponding to SEK 0.18 per share.The
warrants are issued free of charge.
- The subscription period for the
Rights Issue will run from 29 May 2023 until 13 June 2023.
- In connection with the Rights Issue
the Company has refinanced the outstanding loan of SEK 30.4 million
to Formue Nord Fokus A/S. A setup fee of 5.0 percent is payable in
connection with receiving the loan that runs with 1.25 percent
interest per started 30-day period (the “Loan”).
- The Rights Issue is carried out in
order to fund the continued development of the product BlincVision
and refinance the Company’s outstanding loans.
Comment from the CEO“One of the strongest
reasons why I have thrived at Terranet during the eight months that
have passed since I took over as CEO is the great commitment and
drive I see in the company, both from employees and from the board.
We are making great progress at a rapid pace, and this capital
raising is just the right time to be able to continue to push our
development to get a product out on the market. The fact that we
have strong support from our main owner with strong engagement in
the company is a clear sign of the potential we see and will
achieve”, says Magnus Andersson, CEO of the group company Terranet
AB
Background and rationale in summary
Terranet is currently in an expansive
development phase of BlincVision, where a number of milestones need
to be met before the product can be standardized and
commercialized. The high demands placed on technology in the
automotive industry means that the development phase is capital
intensive, mainly when it comes to conducting the internal
development of the product's hardware, and to produce prototypes
together with external partners as well as to recruit and maintain
the right competence within the Company.
In order to be able to carry out the necessary
development work required to commercialize BlincVision and
refinance the Company's outstanding loan, Terranet's board has
perceived a need for capital injection and is therefore carrying
out the Rights Issue.
The proceeds from the Rights Issue and warrants
of series TO6 and TO7 shall be primarily used for:
- Internal development work as well as marketing and sales
activities of BlincVision, approximately 50 percent
- Delivering costs for development and production of prototypes
of BlincVision, approximately 30 percent
- Amortization of loan, approximately 20 percent
Terms for the Rights Issue
The Board of Directors of Terranet AB has
resolved on the Rights Issue, with authorization from the general
meeting on the 10 May 2023, in accordance with the following main
terms:
- All existing shareholders will
receive one (1) unit right for each one (1) share regardless of
shares class owned on the record date, 25 May 2023. Four (4) unit
rights give the right to subscribe for one (1) unit. One (1) unit
consists of five (5) B-shares, three (3) warrants of series TO6 and
three (3) warrant of series TO7. The subscription price per unit is
SEK 0.90, corresponding to SEK 0.18 per share (the warrants are
issued free of charge)
- The Rights Issue entails an issue
of a maximum of 83,736,190 units, corresponding to 418,680,950
B-shares, 251,208,570 warrants of series TO6 and 251,208,570
warrants of series TO7.
- Upon full subscription in the
Rights Issue, the Company receives approximately SEK 75.4 million
before issue costs.
- The subscription period for
subscription of units will run from 29 May 2023, up to and
including 13 June 2023.
- Through the Rights Issue, the share
capital may increase by a maximum of SEK 4,186,809.50, from SEK
3,349,447.60 to SEK 7,536,257.10, and the number of shares can
increase with maximum of 418,680,950 shares from 334,944,760 shares
to 753,625,710 shares.
- Upon full exercise of the warrants
of series TO6 covered by the Rights Issue, the share capital may
increase by an additional SEK 2,512,085.70 and the number of shares
may increase with 251,208,570.
- Upon full exercise of the warrants
of series TO7 covered by the Rights Issue, the share capital may
increase by an additional SEK 2,512,085.70 and the number of shares
may increase with 251,208,570.
- Upon full subscription in the
Rights Issue and full subscription of the warrants of series TO6
and TO7 the share capital will amount to SEK 12,708,928.50 and the
number of shares will amount to 1,270,892,850.
- Shareholders in the Company that
doesn´t subscribe for units in the Rights Issue will be diluted to
approximately 55.6 percent.
Warrants of series TO6
- Every warrant of series TO6 gives
the right to subscribe for one (1) new B-share in the Company. The
subscription price for subscription of shares with the support of
warrants of series TO6 corresponds to 70 percent of the
volume-weighted average price paid for the Company’s shares on
Nasdaq First North Premier Growth Market during the period from 10
November 2023 up to and including 23 November 2023, but not less
than the shares nominal value (currently SEK 0.01) and not more
than SEK 0.27.
- The exercise period for
subscription of shares with the support of the warrants of series
TO6 will run from 27 November 2023, up to and including 11 December
2023.
- In the event of full subscription
and full exercise of all warrants of series TO6 in conjunction with
offered units, the Company may be provided with an additional
maximum of approximately SEK 67.8 million.
- The maximum increase of share in
the Company due to subscription in the Rights Issue and full
subscription of attached warrants TO6 can mean further dilution of
approximately 25.0 percent.
- The warrants of series TO6 are
intended to be admitted to trading on the Nasdaq First North
Premier Growth Market after final registration with the Swedish
Companies Registration Office.
Warrants of series TO7
- Every warrant of series TO7 gives
the right to subscribe for one (1) new B-share in the Company. The
subscription price for subscription of shares with the support of
warrants of series TO6 corresponds to 70 percent of the
volume-weighted average price paid for the Company’s shares on
Nasdaq First North Premier Growth Market during the period from 2
May 2024 up to and including 16 May 2024, but not less than the
shares nominal value (currently SEK 0.01) and not more than SEK
0.27.
- The exercise period for
subscription of shares with the support of the warrants of series
TO7 will run from 20 May 2024, up to and including 3 June
2024.
- In the event of full subscription
and full exercise of all warrants of series TO7 in conjunction with
offered units, the Company may be provided with an additional
maximum of approximately SEK 67.8 million.
- The maximum increase of share in
the Company due to subscription in the Rights Issue and full
subscription of attached warrants TO7 can mean further dilution of
approximately 20.0 percent.
- The warrants of series TO7 are
intended to be admitted to trading on the Nasdaq First North
Premier Growth Market after final registration with the Swedish
Companies Registration Office.
Subscription commitments and underwriting
commitments
The Rights Issue is covered to approximately
17.27 percent through subscription commitments from members of the
board and current shareholders, and beyond that the Rights Issue is
covered up until 70 percent in total through underwriting
commitments. The subscription commitments and underwriting
commitments are not secured through bank guarantees, pledge or
similar arrangements. Subscription commitments have been made by a
number of existing shareholders in the Company. The underwriting
commitments have been provided by both current shareholders and
external investors. For the underwriting commitments, an
underwriting commission of 15 percent of the guaranteed amount in
cash compensation or 20 percent of the guaranteed amount in the
form of units is paid. The underwriters have the right to choose if
the compensation shall be paid in cash or in units. The
subscription price for any units issued to underwriters shall
correspond to the subscription price in the issue if the board
assesses the price to be marketwise. If the subscription
commitments in the Rights Issue are not fulfilled, the underwriters
are not bound to fulfill their commitments. Compensation still
applies to 50 percent. No compensation is paid for the subscription
commitments.
Prospectus
An EU growth prospectus and application form
will be available before the beginning of the subscription period
on the Company's website, www.terranet.se
Preliminary timetable
23 May 2023 |
Last day of trading in Terranet’s shares including the right to
receive unit rights |
24 May 2023 |
Last day of trading in Terranet’s shares excluding the right to
receive unit rights |
24 May 2023 |
Publication of the prospectus |
25 May 2023 |
Record date for obtaining unit rights. Shareholders who are
registered in the share register kept by Euroclear Sweden AB on
this day, receive unit rights for participation in the Rights
Issue. |
29 May 2023 – 9 June 2023 |
Trading with unit rights on Nasdaq First North Premier Growth
Market |
29 May 2023 – 13 June 2023 |
Subscription period for the Rights Issue |
29 May 2023 – week 26, 2023 |
Trading with BTU on Nasdaq First North Premier Growth Market |
15 June 2023 |
Estimated date for publication of issue results |
The Loan
The Company has decided to refinance the
outstanding loan of approximately SEK 30.4 million including
interest, that was received from Formue North Fokus A/S in order to
finance the acquisition of holoride on 21 April 2021. A setup fee
of 5.0 percent is payable in connection with receiving the loan
that runs with 1.25 percent interest per started 30-day period. The
Loan matures 30 June 2024.
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 17 May 2023, at 08.15 CET.
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.
- PM_Terranet Right issue ENG
Grafico Azioni Terranet Holding Ab (LSE:0GH9)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Terranet Holding Ab (LSE:0GH9)
Storico
Da Mag 2023 a Mag 2024