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”) completed a rights issue of units, during the second quarter of 2020, consisting of newly issued B shares, and warrants of the series TO1 B, TO2 B and TO3 B. Each warrant gives the owner the right to subscribe for one (1) new B share in the Company. The subscription price for the warrants of series TO3 B is to be determined to 70 percent of the volume-weighted average price in the Company’s share on Nasdaq First North Premier Growth Market during the measurement period, from August 9, 2021, to August 20, 2021, however not higher than SEK 0.80. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 1.83, therefore, the exercise price for the warrants of series TO3 B is set to SEK 0.80. The subscription period for warrants of series TO3 B runs from August 23, 2021, up to and including September 3, 2021.
If all the warrants of series TO3 B are exercised, the Company will receive approximately SEK 40.4 million before issuing costs. For the warrants to not expire without value, it is required that the holder actively subscribes for new shares no later than September 3, 2021 or sell the warrants no later than August 27, 2021. Please observe that certain nominees might close their application earlier than September 3, 2021.
Full terms and conditions regarding the warrants and information about the Company is available in the prospectus which was approved by the Swedish Financial Supervisory Authority (the "SFSA") and published by the Company on May 22, 2020. The prospectus is available on the Company's website www.terranet.se, as well as the SFSA's website www.fi.se.
Summarized terms for the warrants of series TO3 B.
Subscription period: August 23, 2021 – September 3, 2021.
Issue size: 50,502,653 warrants of series TO3 B, which entitles to subscription of 50,502,653 B shares. If all the warrants are exercised, The Company will receive approximately SEK 40.4 million before issuing costs.
Exercise price: SEK 0.80 per B share.
Last day for trading warrants of series TO3 B: August 27, 2021.
Dilution etc.: If all warrants are exercised the share capital will increase with SEK 505,026.53, from SEK 2,649,132.56 to SEK 3,154,159.09. If all warrants are exercised the number of shares will increase with 50,502,653 B shares, from 264,913,256 shares (divided on 1,137,463 A shares and 263,775,793 B shares), to 315,415,909 shares. The dilution at exercise of all warrants amounts to approximately 19.1 percent of the number of shares and approximately 19.0 percent of the number of votes.
A re-calculation of the warrants in accordance with subsection 8.2.6 of the terms for the warrants was communicated through press release on May 25, 2021. The board has decided, in accordance with subsection 8.2.12. of the terms of the warrants, that the warrants will not be re-calculated.
Note that the warrants that are not exercised at the latest September 3, 2021, or sold at the latest August 27, 2021, will expire without value. For the warrants not to lose their value, the holder must actively subscribe for new shares or sell the warrants.
How warrants are exercised:
Nominee-registered warrants (Custody account)
Subscription and payment by exercise of warrants shall be made in accordance with instructions from each nominee. Please contact your nominee for additional information.
Direct-registered warrants (Securities account)
No accounts for issuing nor any instructions regarding payments will be sent out. Subscriptions will be made through simultaneous payment in accordance with the instructions on the application form.
The warrants will then be replaced by interim shares awaiting registration at the Swedish Companies Registration Office.
The application form including instructions for payment will be available at Terranet’s website, www.terranet.se and on Mangold Fondkommission AB’s website, www.mangold.se.
Advisers
Mangold Fondkommission AB is the financial adviser for Terranet regarding the warrants.
For questions regarding the warrants, please contact:
Mangold Fondkommission AB
Tel: +46 8 5030 1595
E-mail: emissioner@mangold.se
For more information please contact:
Pär-Olof Johannesson
Tel: +46 70 332 32 62
E-mail: parolof.johannesson@terranet.se
About Terranet
Terranet AB (Nasdaq: TERRNT-B.ST). With a vision to save lives Terranet designs and develops sensor applications for road safety. It markets and delivers an embedded software kit with features avalilable across vehicle platforms and car models. The company is located in Lund and Stuttgart. Terranet AB (publ) is listed on the Nasdaq First North Premier Growth Market https://terranet.se/en/
Certified Adviser: Mangold Fondkommission AB, 08-503 015 50, ca@mangold.se.
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 is not a prospectus for the purposes of the regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. A prospectus corresponding to an EU growth prospectus as referred to in this press release has been prepared by the Company and published on the Company’s website. The prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority. Each investor in the preferential rights issue is recommended to read the whole prospectus before a potential investment decision is made.
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.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “EU Target Market Assessment”). Solely for the purposes of each manufacturer's product approval process in the United Kingdom, the target market assessment in respect of the shares in the Company has led to the conclusion that: (i) the target market for such shares is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of such shares to eligible counterparties and professional clients are appropriate (the “UK Target Market Assessment” and, together with the EU Target Market Assessment, the “Target Market Assessment”) Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares or warrants in Terranet may decline and investors could lose all or part of their investment; the shares or warrants in Terranet offer no guaranteed income and no capital protection; and an investment in the shares or warrants in Terranet is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the preferential rights issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares or warrants in Terranet.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares or warrants in Terranet and determining appropriate distribution channels.
