Tellusgruppen conducts a public offering to broaden the shareholder base and issues warrants

Published: January 25, 2024

  

IR - Regulatory

Tellusgruppen AB (publ) (“Tellusgruppen” or “the Company”) announced today, January 25, 2024, pursuant to the authorization granted by the Annual General Meeting on June 8, 2023, resolved to carry out a directed new issuance of units (consisting of shares and warrants) to the general public in Sweden for a maximum of 1,250,000 units valued at approximately SEK 7.5 million (“the Offering”). The purpose of the Offering is to achieve a broader distribution of ownership in the Company and thereby also create conditions for greater liquidity in the stock. Each unit consists of one (1) share and one (1) warrant of series TO2. The subscription price in the Offering is SEK 6.0 per unit, corresponding to SEK 6.0 per share; the warrants are thus issued free of charge. The Company’s Board of Directors has further resolved, subject to subsequent approval by the shareholders’ meeting, to carry out a directed issue of 1,427,594 Series TO2 warrants to the Company, which will then transfer these to shareholders free of charge in proportion to the number of shares held as of the record date of January 20, 2024 (“TO Issuance”). The notice of the extraordinary general meeting will be published in a separate press release.

Summary of the Offer

  • The offering comprises a maximum of 1,250,000 newly issued shares and a maximum of 1,250,000 warrants, and is directed at the general public in Sweden.
  • Each unit consists of one (1) share and one (1) Series TO2 warrant.
  • The subscription price in the Offering is 6.0 SEK per unit, corresponding to 6.0 SEK per share. The warrants are therefore issued free of charge. No brokerage fee is charged.
  • If the offering is fully subscribed, the Company could raise approximately 7.5 MSEK before issuance costs.
  • If all Series TO2 warrants are fully subscribed and exercised within the framework of the Offering, the Company may raise an additional maximum of approximately 9.4 MSEK before issuance costs.
  • The subscription period for the Offer runs from January 29, 2024, to February 16, 2024.
  • The purpose of the Offer, and the reasons for the waiver of shareholders’ preemptive rights, is to increase the number of shareholders in the Company and thereby create the conditions for improved liquidity in trading of the stock.
  • Allotment in the Offering will be determined by the Company’s Board of Directors in consultation with Mangold Fondkommission AB (“Mangold”). If the Offering is oversubscribed, allotment will be made, in the first instance, to as many investors as possible and thereafter on a pro-rata basis according to the number of shares subscribed for. In addition, priority in allocation may be given to strategic investors. Allocation may be denied in whole or in part.
  • Applications to purchase shares can be submitted through Mangold https://emission.mangold.se/ and Nordnet’s online service. The minimum subscription amount is 800 units, corresponding to 4,800 SEK; thereafter, shares may be purchased in any number of units.
  • The Board of Directors reserves the right to withdraw the Offer if it determines that it is not in the best interests of the Company and its shareholders to proceed with the Offer. In addition, the Board of Directors has the right to extend the acceptance period.
  • Prior to the start of the subscription period on January 29, 2024, the Company will publish an information memorandum containing the full terms and conditions of the Offering. The information memorandum will be available on the Company’s website and will be made available on Mangold’s website.

Background and rationale for the upcoming Offering:

Tellusgruppen is a Swedish company that provides services in the areas of child care and education. The company is an independent operator and, since its founding in 2012, has established and managed numerous profitable subsidiaries in these sectors. The Group currently operates 28 preschools and seven elementary schools, and also provides educational resources and child care services. The Tellus Group’s objective is to be a long-term owner of well-managed and profitable companies within the sectors in which the company operates. The education sector includes the company’s elementary school operations and educational resources, while the childcare sector includes the company’s preschool operations and babysitting services.

The company has shown positive growth for several years and demonstrated strong resilience amid the challenges of recent years, including the pandemic, inflation, and a declining birth rate. As of the third quarter of 2023, Tellusgruppen reported revenue of 313.7 MSEK, an increase of 25 percent compared with the same period the previous year. EBITDA increased by 37 percent to SEK 15.4 million, and cash flow from operating activities rose by 429 percent to SEK 9.1 million. The company’s growth—averaging 39 percent per year since 2019—has been driven by both organic growth and acquisitions.

Tellusgruppen intends to conduct a public offering with the aim of broadening its shareholder base. Furthermore, the Company wishes to increase awareness of, and interest in, Tellusgruppen.

The Offer

The Board of Directors has resolved to carry out a private placement of units, with each unit entitling the holder to one (1) share and one (1) Series TO2 warrant. The offering comprises a maximum of 1,250,000 newly issued shares and a maximum of 1,250,000 warrants. The subscription price in the Offering is SEK 6.0 per unit, corresponding to SEK 6.0 per share. The warrants are thus issued free of charge. No brokerage commission is payable. The subscription price was determined by the Board of Directors in consultation with Mangold Fondkommission through arm’s-length negotiations with a number of potential investors, based on an assessment of the current market situation, the historical performance of the business, and the Company’s business outlook. The subscription price is deemed to be in line with market conditions.

If the Offering is fully subscribed, the Company will receive proceeds from the offering of approximately SEK 7.5 million, before offering expenses. If the Offering is fully subscribed and all Series TO2 warrants are fully exercised within the framework of the Offering, the Company may receive an additional maximum of approximately SEK 9.4 million. The subscription period for the Offering runs from January 29, 2024, to February 16, 2024.

The full terms and conditions of the Offering, as well as other information about the Company, are set forth in the information memorandum that the Company will publish prior to the start of the subscription period on January 29, 2024.

The Board of Directors of Tellusgruppen has also, subject to subsequent approval by the shareholders’ meeting, resolved to carry out the TO Issue, whereby 1,427,594 Series TO2 warrants will be issued to the Company. The warrants will be issued free of charge to the Company, which will in turn transfer them free of charge to the Company’s shareholders in proportion to the number of shares each shareholder holds on the record date for the TO Issue on February 20, 2024.

Holders of ten (10) shares on the record date will be allocated one (1) Series TO2 warrant. The final allocation and distribution upon transfer of the Series TO2 warrants to Tellus Group shareholders will be determined by the Board of Directors’ allocation resolution. The TO Issue may raise a maximum of approximately SEK 10.7 million for Tellusgruppen in the event that all Series TO2 warrants issued in the TO Issue are exercised to subscribe for new shares in the Company.

Main Terms and Conditions for Series TO2 Warrants

Each Series TO2 warrant entitles the holder to subscribe for one (1) new share in the Company. The subscription price for subscribing for a share pursuant to a Series TO2 warrant is 80 percent of the volume-weighted average price of the Company’s shares during the period from April 24, 2024, through May 8, 2024, but not less than SEK 6.0 and not more than SEK 7.50. The warrants may be exercised to subscribe for new shares during the period from May 13, 2024, through May 27, 2024. A total of up to 2,677,594 Series TO2 warrants may be issued under the Offer and the TO Issue.

If the Offering is fully subscribed and all Series TO2 warrants are fully exercised within the scope of the units offered in the Offering and the TO Issue, the Company may receive additional proceeds of up to approximately SEK 20.1 million.

The maximum increase in the number of shares in the Company resulting from full subscription to the Offering and full exercise of the Series TO2 warrants issued in the Offering and in the TO Issue will result in an additional dilution of approximately 14.7 percent. The warrants are intended to be listed for trading following final registration with the Swedish Companies Registration Office.

Number of Shares, Share Capital, and Dilution

Assuming full subscription, the shares issued in the Offering will initially result in a total dilution effect of 8.1 percent of the number of shares and votes in the Company. As a result of the Offering, the number of outstanding shares may increase by 1,250,000 shares, from 14,275,947 shares to 15,525,947 shares. As a result of the Offer, the Company’s share capital may increase by 62,300.02 SEK, from 711,513.39 SEK to 773,813.40 SEK.

If the Offer is fully subscribed and all Series TO2 warrants are fully exercised within the scope of the units offered in the Offer and the TO Issue, the number of outstanding shares will increase by an additional 2,677,594 shares, from 15,525,947 shares to 18,203,541 shares, and the share capital will increase by an additional 133,451.32 SEK, from 773,813.40 to 907,264.72 SEK, resulting in an additional dilution effect of 14.7 percent of the number of shares and votes in the Company.

Indicative Schedule

  • An information memorandum will be published prior to the start of the subscription period on January 29, 2024, and will be available on the Company’s website.
  • The registration period runs from January 29, 2024, to February 16, 2024. Notification of the acquisition must be received by Mangold no later than 3:00 p.m. on February 16, 2024.
  • The results of the Offer are expected to be announced around February 20, 2024.
  • Information regarding the allocation is expected to be provided around February 20, 2024. Notification of allocation will be provided by sending a settlement statement to those who have been allocated shares in the Offering.
  • The settlement date for the Offering is expected to be February 22, 2024.

Advisor

Mangold Fondkommission AB is serving as financial advisor, and Hellström Advokatbyrå KB is serving as legal advisor in connection with the Offering and the TO Offering. Mangold Fondkommission AB is serving as the underwriter in connection with the Offering and the TO 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
08-503 015 50 and by email at ca@mangold.se.

MAR

This information is information that Tellusgruppen AB (publ) is required to disclose under the EU Market Abuse Regulation. The information was submitted for publication on January 25, 2024, at 10:50 a.m. CET, through the contact person listed below.

Important Information

The information in this press release does not constitute an offer to acquire, subscribe for, or otherwise trade in shares or other securities of the Company. No steps have been taken, nor will any steps be taken, to permit an offer to the public in any jurisdictions other than Sweden. An invitation to eligible persons to subscribe for shares in the Company will be made solely through the information memorandum that the Company expects to publish prior to the start of the subscription period.

The information in this press release may not be disclosed, published, or distributed, directly or indirectly, within or to the United States, Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa, or any other jurisdiction where such action would be unlawful, subject to legal restrictions, or require measures other than those required under Swedish law. Any action contrary to this instruction may constitute a violation of applicable securities laws.

No shares or other securities of the Company have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (“U.S. Securities Act”) or 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. Nor is the offering directed at persons domiciled in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, South Korea, Switzerland, Singapore, the United Kingdom, the United States, or any other jurisdiction where participation would require additional prospectuses, registration, or other measures beyond those required under Swedish law.