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TerraNet Holding AB (“TerraNet” or “the Company”) completed its rights issue unit during the second quarter of 2020. One (1) unit consists of two (2) newly issued B shares, one (1) TO1 B series warrants, one ( 1) TO2 B series warrants and one (1) TO3 B series warrants. Each warrant entitles the owner to subscribe one (1) new B share in the Company. The exercise price for the TO2 B series warrants will be determined at 70 percent of the volume-weighted average price of the Company’s shares on the Nasdaq First North Premier Growth Market during the measurement period, from 22 February 2021 to 5 March, 2021, but not lower than the quota value. Company stock and not higher than SEK 0.80. During the measurement period, the volume-weighted average price in the Company’s shares was around SEK 2.30, therefore, the exercise price for TO2 B series warrants was set to SEK 0.80. The subscription period for TO2 B series warrants runs from March 8, 2021 to March 19, 2021.
If all TO2 B series warrants were exercised, the Company would receive approximately SEK 40.4 million before incurring costs. In order for warrants not to expire without value, new shareholders must actively subscribe to new shares by March 19, 2021 or sell warrants by March 12, 2021. Please note that certain nominations may close their applications earlier than March 19, 2021.
The full terms and conditions regarding warrants and information about the Company are available in the prospectus which has been approved by the Swedish Financial Supervisory Authority (“SFSA”) and issued by the Company on 22 May 2020. The prospectus is available in the Company. website www.terranet.se, as well as the SFSA website www.fi.se.
Summary of terms for TO2 B series warrants.
Subscription period: March 8 – March 19, 2021.
Issuance size: 50,502,653 TO2 B series warrants, entitled to order 50,502,653 B shares. If all warrants are exercised, the Company will receive approximately SEK 40.4 million before incurring costs.
Exercise price: SEK 0.80 per share B.
Last day for TO2 B series trading warrants: March 12, 2021.
Dilution etc.: If all warrants are exercised, the share capital will increase by SEK 505,026.53, from SEK 2,170,062.63, to SEK 2,675,089.16. If all the warrants are exercised, the number of shares will increase to 50,502,653 B shares, from 217,006,263 shares (divided into 2,855,900 shares A and 214,150,363 shares B) to 267,508,916 shares. Dilution in the exercise of all warrants amounted to 18.9 percent of the total shares and 18.7 percent of the total votes.
Note that warrants not exercised by March 19, 2021, or sold by March 12, 2021, will expire without value. In order for warrants not to lose their value, shareholders must actively order new shares or sell warrants.
How warrants are exercised:
Nominee registered warrants (Custody account)
The subscription and payment by exercise of warrants must be made in accordance with the instructions of each candidate. Please contact your candidate for additional information.
Direct registered warrants (Securities account)
There is no account for issuance or any instructions regarding payments to be sent. Subscriptions will be made through simultaneous payment according to the instructions on the application form.
The warrants will then be replaced with interim shares pending registration at the Swedish Company Registration Office.
Mangold Fondkommission AB is financial advisor to TerraNet regarding the warrants.
For inquiries regarding the warrant, please contact:
Financial Commission Mangold AB
Phone: +46 8 5030 1595
Email: [email protected]
For further information please contact:
Phone: +46 70332 32 62
Email: [email protected]
TerraNet develops software for radio-based solutions and three-dimensional image analysis for advanced driver assistance systems and autonomous vehicles (ADAS and AV). In line with Scandinavia’s rich history of bringing innovative safety measures to the automotive industry, TerraNet pioneered breakthrough VoxelFlow ™ safety technology for the ADAS and AV industry at its headquarters in Lund, Sweden and development sites in Kyiv, Ukraine and Stuttgart, Germany. TerraNet Holding AB (publ) is listed on the Nasdaq First North Premier Growth Market (Nasdaq: TERRNT-B.ST).
Certified Advisor: Mangold Fondkommission AB, 08-503 015 50, [email protected].
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restriction. Recipients of this press release in the jurisdiction where this press release is published or distributed must know and follow these restrictions. The recipient of this press release is responsible for using this press release, and the information contained therein, in accordance with the regulations applicable in each jurisdiction. This press release does not constitute an offer, or solicitation of any kind, to purchase or subscribe to any security on TerraNet in any jurisdiction, whether from TerraNet or anyone else.
This press release is not a prospectus for regulatory purposes (EU) 2017/1129 (“Prospectus Rules”) And has not been approved by any regulatory authority in any jurisdiction. A prospectus that matches the EU growth prospectus 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. Every investor in a preferential rights issue is advised to read the entire prospectus before a potential investment decision is made.
This press release does not constitute or form part of an offer or solicitation to buy or subscribe to securities in the United States. The securities referred to herein may not be sold in the United States without registration or exemption from registration under the US Securities Act of 1933, as amended (“Securities Act”), And may not be offered or sold in the United States without any applicable registration or exemption from, or in transactions that are not subject to, the requirements of the Securities Act registration. There is no intention to list the securities referred to herein in the United States or to make a public offering of the securities in the United States. Information in this press release may not be published, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, The United States or in any other jurisdiction where the announcement, publication or distribution of such information will not comply with applicable laws and regulations or where such action is subject to legal restrictions or will require additional registration or other action than is required under Swedish. law. Actions committed in violation of these instructions may constitute a crime against applicable securities laws and regulations.
In the United Kingdom, this document and other material relating to the securities described herein are distributed only to, and are for purposes of, and any investment or investment activity associated with this document is provided for, and will be used only. only if an “eligible investor” (in the meaning of the UK version of the European Union Prospectus Regulation (2017/1129 / EU) that is part of UK law under the European Union (Withdrawal) Act 2018) is (i) a person who has professional experience in investment-related matters that fall under the definition of “investment professional” in Article 19 (5) of the Financial Markets and Services Act 2000 (Financial Promotion) 2005 (“Order”); or (ii) high net worth entities included in Articles 49 (2) (a) to (d) of the Order (all such persons are collectively referred to as “relevant people“). In the United Kingdom, any investment or investment activity in connection with this communication is available only to, and will only be conducted with, the relevant persons. Persons who are not relevant persons may not take any action under this press release and must not act or rely on them.
Information for distributors
Only for the purposes of the product governance requirements contained in: (a) the 2014/65 / EU Directive on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of the Commission Delegated Directive (EU) 2017/593 complement MiFID II; and (c) local implementation steps (together, “MiFID II Product Governance Requirements“), And disclaim all and any responsibility, whether arising in default, contract, or otherwise, which may be owned by the” manufacturer “(for purposes of MiFID II Product Governance Requirements) with respect to this, shares in the Company have become subject to the product approval process, which has determined that the shares are: (i) compatible with the ultimate target market for retail investors and investors who meet the criteria of professional clients and qualified associates, respectively as defined in MiFID II; and (ii) is eligible for distribution via all distribution channels as permitted by MiFID II (“EU Target Market Assessment“). Only for the purposes of the individual manufacturer’s product approval process in the United Kingdom, a target market assessment with respect to shares in the Company has resulted in the conclusion that: (i) the target market for such shares is only qualified associates, as specified in the FCA Handbook of the Code of Conduct Businesses, and professional clients, as defined in Regulation (EU) No 600/2014 as this is part of domestic law under the European Union (Withdrawal) Act 2018 (“UK MiFIR”); and (ii) all channels for the distribution of such shares to qualified associates and professional clients are appropriate (“UK Target Market Assessment“And, together with the EU Target Market Assessment,”Target Market Assessment”) Regardless of the Target Market Assessment, distributors should note that: the price of shares or warrants on TerraNet may fall and investors may lose all or part of their investment; shares or warrants on TerraNet offer no guaranteed income and no capital protection; and investing in shares or warrants on TerraNet is only compatible with investors who do not require guaranteed income or capital protection, who (either alone or in conjunction with a financial advisor or other as appropriate) are able to evaluate the benefits and risks of such investments and who have reasonable resources. sufficient to cover any losses that may arise from it. The Target Market Valuation does not prejudice the contractual, legal or regulatory requirements of sales restrictions relating to the issuance of preference rights.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or suitability for the purposes of the MiFID II or British MiFIR; or (b) recommendation to any investor or group of investors to invest in, or buy, or take any other action in relation to shares or warrants on TerraNet.
Each distributor is responsible for carrying out its own Target Market Assessment with respect to shares or warrants on TerraNet and determining the appropriate distribution channels.
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