NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SWITZERLAND, 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 Holding AB (”TerraNet” or the ”Company”) has entered into a loan agreement of SEK 35 million with Formue Nord A/S (the “Lender”) to finance the Company’s acquisition of 10.84% of holoride as communicated in a separate press release (the “Loan”). Further, the Company has, with support from the authorization received from the annual general meeting on May 15, 2020, decided to issue warrants in two series, series TO4 B and series TO5 B. A total of 14,319,634 warrants of series TO4 B and 12,321,546 warrants of series TO5 B will be issued (the “Warrants”). The Warrants will be distributed equally between the Lender and the current shareholders of the Company. The record date for current shareholders to receive warrants of series TO4 B and TO5 B free of charge will be communicated through a separate press release as soon as possible.
The Loan
As communicated through a separate press release, the Company has entered into an agreement regarding an acquisition of 10.84% of the shares of holoride. To finance the acquisition, the Company has procured a loan of SEK 35 million from the Lender. A set-up fee of 3.0% is charged upon signing of the loan agreement, and the Loan has a fixed interest rate of 0.6% as per the beginning of each 30-day period. Additionally, the Lender will receive 7,159,817 warrants of series TO4 B and 6,160,773 warrants of series TO5 B (the same series that will be issued to current shareholders) as part of the financing arrangement.
Warrants to current shareholders in TerraNet
The Company has decided to issue warrants, free of charge, of series TO4 B and TO5 B (the same series that the Lender receives) to current shareholders of the Company. In total 7,159,817 warrants of series TO4 B and 6,160,773 warrants of series TO5 B will be issued to the current shareholders, which will, to some extent, compensate the shareholders for the dilution that the Warrants issued to the Lender entail.
The record date for the allotment of the warrants of series TO4 B and warrants of series TO5 B will be communicated through a separate press release as soon as possible. Shareholders in TerraNet will receive one (1) warrant of series TO4 B for every thirty-seven (37) shares held on the record date, and one (1) warrant of series TO5 B for every forty-three (43) shares held on the record date, rounded down.
Information and terms for the warrants
Warrants of series TO4 B
In total 14,319,634 warrants of series TO4 B will be issued, of which 7,159,817 warrants will be issued to the Lender and 7,159,817 warrants will be issued to the current shareholders of the Company.
Each warrant of series TO4 B entitles the owner to subscribe for one (1) new share in the Company for a price of 70 percent of the volume weighted average price of the Company’s share on Nasdaq First North Premier Growth Market during the period commencing February 11, 2022, up until and including the February 24, 2022, however not higher than SEK 3.60 and not less than the quota value of the Company’s share. The subscription period for the subscription of shares through exercising of warrants of series TO4 B will run from February 28, 2022, up until and including March 11, 2022.
Upon full exercise of the warrants of series TO4 B TerraNet will receive approximately SEK 51.6 million, based on a subscription price of SEK 3.60.
TerraNet will apply for admission to trading of the warrants of series TO4 B on Nasdaq First North Premier Growth Market as soon as it is possible after the warrants have been registered with the Swedish Companies Registration Office and the warrants have been distributed to the Lender and the current shareholders.
Warrants of series TO5 B
In total 12,321,546 warrants of series TO5 B will be issued, of which 6,160,773 warrants will be issued to the Lender and 6,160,773 warrants will be issued to the current shareholders of the Company.
Each warrant of series TO5 B entitles to owner to subscribe for one (1) new share in the Company for a price of 70 percent of the volume weighted average price of the Company’s share on Nasdaq First North Premier Growth Market during the period commencing February 24, 2023, up until and including March 9, 2023, however not higher than SEK 4.20 and not less than the quota value of the Company’s share. The subscription period for the subscription of shares through exercising of warrants of series TO5 B will run from March 13, 2023, up until and including March 24, 2023.
Upon full exercise of the warrants of series TO5 B TerraNet will receive approximately SEK 51.8 million, based on a subscription price of SEK 4.20.
TerraNet will apply for admission to trading of the warrants of series TO5 B on Nasdaq First North Premier Growth Market as soon as it is possible after the warrants have been registered with the Swedish Companies Registration Office and the warrants have been distributed to the Lender and the current shareholders.
Dilution
Upon full exercise of the warrants of series TO4 B the dilution will amount to approximately 5.13%.
Upon full exercise of the warrants of series TO5 B the dilution will amount to approximately 4.23%, (based on the assumption that all warrants of series TO4 B are exercised for the subscription of new shares).
Upon full exercise of the warrants of series TO4 B and warrants of series TO5 B the dilution will amount to approximately 9.14%.
Advisers
Mangold Fondkommission is the financial adviser for TerraNet regarding the Loan and the Warrants.
For questions regarding the warrants, please contact:
Mangold Fondkommission AB
Tel: +46 8 5030 1595
E-mail: emissioner@mangold.se
For further information, please contact:
Pär-Olof Johannesson
Tel: +46 70 332 32 62
E-mail: parolof.johannesson@terranet.se
This information is such that TerraNet Holding 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 above on April 22, 2021 at 2 PM CET.
About TerraNet
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 automobile industry, TerraNet is pioneering breakthrough safety technology VoxelFlow™ for the ADAS and AV industries at its headquarters in Lund, Sweden and its 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).
You can now subscribe to TerraNet’s newsletter, sign up at www.terranet.se/en/ir-2/.
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 does not identify or, purport to identify, the risks (direct or indirect) that may be associated with an investment in TerraNet. The information in this press release is intended to describe only the background of the acquisition of shares in holoride and the loan financing arrangement procured in connection therewith, and does not claim to be complete or exhaustive. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Mangold Fondkommission AB act of TerraNet in connection with the transactions mentioned in this press release and not for anyone else. Mangold Fondkommission AB is not responsible towards any person to provide the protections afforded to its clients or to give advice in connection with or regarding anything in this press release.
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 the United States, Australia, Canada, New Zealand, Hong Kong, Japan, Switzerland, Singapore, South Africa, South Korea 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.
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. TerraNet has not made an offer of securities to the general public in any member state within the EEA and no prospectus has or will be prepared in connection with the acquisition of shares in holoride, the loan financing arrangements procured in connection therewith or the issuance of the Warrants. In every member state within the EEA, this press release is only directed to qualified investors within the meaning of the Prospectus Regulation in that member state.
Forward-looking statements
This press release may contain forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “estimate”, “will”, “can”, “assumes”, “should”, “may” or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Premier Growth Market rule book for issuers.
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 offered securities have been subject to a product approval process, which has determined that such securities 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 securities 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 TerraNet’s shares or warrants may decline and investors could lose all or part of their investment; TerraNets’s shares or warrants offer no guaranteed income and no capital protection; and an investment in TerraNet’s shares or warrants 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 issuance of the Warrants.
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 of TerraNet.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and warrants in TerraNet and determining appropriate distribution channels.
