The Board of Directors of Tellusgruppen AB (publ) announces its intention to list on the Nasdaq First North Growth Market and to conduct a new share offering in connection with the listing

Published: March 24, 2021

  

IR - Regulatory

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The Board of Directors of Tellusgruppen AB (publ) (“Tellusgruppen” or “the Company”) today announces its intention to list the Company’s shares on the Nasdaq First North Growth Market (“Nasdaq First North”). In connection with the listing, the Company is conducting a unit offering of SEK 20 million before offering costs, where each unit consists of one (1) share and one (1) free warrant of series TO1 (“the Offering”).

The full terms and conditions of the Offering will be available in an investment memorandum that is expected to be published around March 31, 2021, and will be available on the Company’s website, www.tellusgruppen.se.

Nasdaq Stockholm AB has approved the Tellus Group’s application for the listing of shares and warrants on Nasdaq First North, provided that the Company meets the customary conditions set forth in the Nasdaq First North rules, such as the distribution requirement, no later than the first trading day, which is expected to be April 28, 2021.

Tellusgruppen is an independent organization that, through its subsidiaries, operates in the education and child care sectors. The company currently operates 23 preschools and four elementary schools, and also provides babysitting and homework help.

The Offer at a Glance

  • The offering comprises a new issuance of up to 2,500,000 units, each consisting of one (1) share and one (1) Series TO1 warrant issued free of charge, which will be directed to institutional investors and the general public in Sweden. The offering corresponds, prior to the exercise of the warrants, to total proceeds of SEK 20 million before issuance costs.
  • The subscription price in the Offering is SEK 8.00 per unit, which corresponds to SEK 8.00 per share since the warrants are issued free of charge. This corresponds to a pre-money valuation of the Company of approximately SEK 80 million. The subscription period for the Offering runs from April 6, 2021, through April 20, 2021.
  • Subscription commitments totaling SEK 16 million, corresponding to 80 percent of the Offering, have been made by the Company’s board of directors, management, and employees, as well as Mangold Fondkommission and a number of external investors.
  • One (1) Series TO1 warrant entitles the holder to subscribe for one (1) new share in the Company at a subscription price equal to 130 percent of the subscription price in the Offering, which corresponds to a fixed subscription price of SEK 10.40 per share, meaning that the Company may receive an additional maximum of SEK 26 million before issuance costs upon full exercise of Series TO1 warrants. Subscription for shares in the Company pursuant to Series TO1 warrants shall take place between May 9, 2022, and May 23, 2022. Series TO1 warrants are intended to be listed for trading on Nasdaq First North.

Background and Rationale for the Offer

Through the expected listing, Tellusgruppen will gain improved access to the capital market, which offers an optimal environment for future financing opportunities; a seal of corporate quality that enhances the Company’s credibility among external investors; and a stronger market position that increases the likelihood of achieving its growth and profitability targets. The Company intends to use the proceeds from the Offering to carry out new acquisitions and further increase organic growth.

The company intends to use the net proceeds of approximately 16.8 MSEK for the following purposes:

  • Approximately 80 percent will be used for acquisitions aimed at strengthening the Company’s role as a leading player in preschool and elementary school operations, both within and outside Stockholm and Uppsala counties.
  • Approximately 20 percent for financing related to the establishment of new operations.

The CEO comments

We want to combine the long-term perspective of a family-owned business with the foundation for growth that a listing on Nasdaq First North provides us. This gives us the opportunity to develop and expand a business that offers children and students in our preschools and schools a good start in life, provides parents and guardians with a safe and friendly care environment, and gives our educators a platform to realize their ambitions as teachers and mentors.

The next generation is the foundation of the Tellus Group’s operations. This primarily concerns children and students whose guardians choose our services, but it also encompasses our social responsibility for the industry’s long-term development. Our time horizon is not the next quarter or the next fiscal year. We focus primarily on the next generation and on the companies we will leave behind.

We believe in growth through quality. This contributes to positive financial results as well, which serves as a measure that we are doing the right things. With our listing on Nasdaq First North, we are exceptionally well-positioned to achieve this on an even larger scale than before. I have great confidence that our services in the education and care sectors will create significant value going forward, and I therefore invite new shareholders to join us on our journey.

Bijan Fahimi, CEO of Tellusgruppen AB

Preliminary Schedule

Publication of the Investment Memorandum: March 31, 2021.
Subscription period: April 6–April 20, 2021.
Announcement of results: April 22, 2021.
Settlement date: April 26, 2021.
First day of trading: April 28, 2021.

Registration

Notification of the intention to subscribe for units in the Offering must be made by:

  • Electronic subscription using BankID on Mangold Fondkommission's website, www.mangold.se.
  • Application form available during the subscription period on the Tellus Group’s website, www.tellusgruppen.se, and on Mangold Fondkommission’s website, www.mangold.se.

Advisor

Mangold Fondkommission is serving as financial advisor and Advokatfirman Delphi as legal advisor to the Company in connection with the Offering.

For more information

Bijan Fahimi, CEO of Tellusgruppen AB
bijan.fahimi@tellusgruppen.se
+46 707 167 453

Certified Adviser

The company's Certified Adviser is Mangold Fondkommission AB, which can be reached by phone at 08-5030 1550 and by email at ca@mangold.se.

This information is information that Tellusgruppen AB (publ) is required to disclose under the EU Market Abuse Regulation. The information was submitted for publication by the contact person listed above on March 24, 2021, at 4:15 p.m. CET.

About Tellusgruppen AB (publ)

Tellusgruppen is a long-term owner of well-managed companies in the education and child care sectors. The Group currently operates 23 preschools and four elementary schools, and also provides babysitting and homework assistance.

Tellusgruppen was founded in 2012 as the parent company of Tellusbarn (Tellusbarn was founded in 2007) and as a platform for future expansion in the education and child care sectors.

Tellusgruppen's business concept is to establish, operate, and develop profitable and growing subsidiaries in the childcare and education sectors. The company will serve as the parent company of a group that offers and delivers high-quality, innovative, and in-demand services in their respective fields.

Important Information

The publication, release, or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in jurisdictions where this press release has been published or distributed must inform themselves of and comply with such restrictions. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities in the Company in any jurisdiction, either from the Company or from any other party. The offer directed to the general public in Sweden and selected institutional investors is made solely through the investment memorandum published by the Company.

This press release may contain forward-looking statements that reflect the Company’s current views on future events and its financial and operational performance. Expressions such as “intends,” “aims to,” “expects,” “anticipates,” “may,” “estimates,” “plans,” “projects,” and other expressions that indicate or predict future developments or trends and are not based on historical facts. Such forward-looking statements are based on assumptions or estimates, and the Company makes no guarantees that such statements will be realized or prove to be accurate. Nor is the Company responsible for the future accuracy of the information.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Company’s securities, and the press release does not constitute a recommendation to prospective investors regarding the Offer. Any investment decision regarding the Offer should be made based on all publicly available information concerning the Company and the Company’s shares and warrants. The information in this press release is provided solely for background purposes and does not claim to be complete. An investor should therefore not rely solely on the information in this press release or on its accuracy or completeness. The price and value of the securities may decrease as well as increase. Past performance is not indicative of future results.

Copies of this press release or the information contained herein may not, in whole or in part, directly or indirectly, be distributed in or transmitted to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, or the United States, or any other jurisdiction where such action would violate applicable laws or regulations or would require additional registration or any other action beyond what is required under Swedish law.

Furthermore, the securities referred to in this press release have not been and will not be registered under any applicable securities laws in Australia, Hong Kong, Canada, New Zealand, Japan, Switzerland, or South Africa, and, with certain exceptions, may not be offered or sold to or within, or on behalf of or for the benefit of, any person who is a resident of, domiciled in, or located in, these countries.

This press release does not constitute, nor is it part of, an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state or other jurisdiction in the United States, and may not be offered, sold, or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with the securities laws of the relevant state or other jurisdiction in the United States. The information in this press release may not be disclosed, published, copied, or distributed, directly or indirectly, in whole or in part, in or to any jurisdiction where such disclosure, publication, or distribution would not comply with applicable laws and regulations or would require registration or other measures beyond those required under Swedish law. Any action contrary to this instruction may constitute a violation of applicable securities laws.