The exercise price for the warrants of series (2020:1) TO1 B in Terranet has been determined to SEK 0.72 and the subscription period starts today, October 12, 2020
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 Holding AB (“Terranet” or the “Company”) completed a rights issue of units during the second quarter of 2020. One (1) unit consisted of two (2) newly issued B shares, one (1) warrant of series TO1 B, one (1) warrants of series TO2 B, and one (1) warrant of series TO3 B. Each warrant gives the right to subscribe for one (1) new share in the Company. The exercise price for the warrants of series TO1 B is to be determined to 70 percent of the volume-weighted average price in the Company’s share on Nasdaq First North Growth Market Premier during the measurement period, from September 28, 2020, to October 9, 2020, however not lower than the quota value in the Company’s share and not higher than SEK 0.80. During the measurement period, the volume-weighted average price in the Company’s share was approximately SEK 1.03, therefore, the exercise price for the warrants of series TO1 B is set to SEK 0.72. The subscription period for warrants of series TO1 B runs as of October 12, 2020 up to and including October 23, 2020.
If all the warrants of series TO1 B are exercised, the Company will receive approximately SEK 36.4 million before issuing costs. For the warrants not to expire without value, it is required that the holder actively subscribes for new shares no later than October 23, 2020 or sell the warrants no later than October 16, 2020. Please observe that certain nominees might close their application earlier than October 23, 2020.
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 22 May 2020. The prospectus is available on the Company's website https://terranet.se/ as well as the SFSA's website www.fi.se.
Summarized terms for the warrants of series TO1 B.
Subscription period: October 12 – October 23, 2020.
Issue size: 50,502,653 warrants of series TO1 B, which entitles to subscription of 50,502,653 B shares. If all the warrants are exercised, The Company will receive approximately SEK 36.4 million before issue cost.
Exercise price: SEK 0.72 per share.
Last day for trading warrants of series TO1 B: October 16, 2020.
Note that the warrants that are not exercised at the latest October 23, 2020, or sold at the latest October 16, 2020, 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.
Mangold Fondkommission 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: [email protected]
For further information about Terranet, please contact:
Mattias Larsson, CFO
Tel: +46 72 709 5601
TerraNet has a strategic focus in active safety and develops software for radio-based solutions, as well as three-dimensional image analysis for advanced driver support and self-driving vehicles (ADAS and AV). TerraNet is headquartered in Lund (Sweden) with an engineering unit in Kyiv (Ukraine), Stuttgart (Germany) and Los Gatos, California. TerraNet Holding AB (publ) is listed on the Nasdaq First North Premier Growth Market (Nasdaq: TERRNT-B.ST). Learn more at https://terranet.se.
Certified Adviser: 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 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” 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.
This press release contains 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 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 “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 (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.
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