Tellusgruppen secures subscription commitments and enters into a guarantee commitment for Series TO2 warrants in the amount of 4.4 MSEK

Published: May 15, 2024

  

IR - Regulatory

NOT FOR RELEASE, DISTRIBUTION, OR PUBLICATION, EITHER DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR IN ANY OTHER JURISDICTION WHERE THE RELEASE, DISTRIBUTION, OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER MEASURES.

Tellusgruppen AB (publ) (“Tellusgruppen” or “the Company”) announces today that it has received subscription commitments and guarantee commitments totaling approximately SEK 4.4 million, corresponding to approximately 51.4 percent of the proceeds the Company can raise through the exercise of Series TO2 warrants (“TO2”).

Members of the Board of Directors and senior management, as well as major shareholders, have entered into subscription commitments totaling approximately SEK 3.8 million, corresponding to approximately 44.1 percent of the proceeds from the offering. Of this amount, SEK 3 million of the subscription commitments will be paid by offsetting outstanding loans to the Company.

In addition, the Company has entered into agreements regarding a floor guarantee and a top-down guarantee totaling approximately 0.6 MSEK, corresponding to approximately 7.2 percent of the proceeds from the offering that the Company can raise through the exercise of TO2. Guarantee commitments under the floor guarantee amount to approximately 0.5 MSEK, corresponding to approximately 5.8 percent of the proceeds from the offering. Guarantee commitments under the top-down guarantee amount to approximately SEK 0.1 million, corresponding to approximately 1.4 percent of the proceeds from the offering.

The floor guarantee is triggered to the extent that the utilization rate for TO2 falls below 50.0 percent. The top-down guarantee is triggered to the extent that the warrant program is not fully subscribed.

Through subscription commitments, the floor guarantee, and the top-down guarantee, the warrant program is thus secured to approximately 51.4 percent. The guarantee commitments have been agreed upon in writing and have not been secured through a first-hand transaction, bank guarantee, pledge, or similar arrangement. Compensation for the floor guarantee commitment amounts to fifteen (15) percent of the guaranteed amount in cash. Compensation for the top-down guarantee commitment amounts to 20 percent of the guaranteed amount, which shall be offset against Series TO2 warrants. No compensation is paid for subscription commitments made.

The full terms and conditions for the warrants are available on the Company’s website, www.tellusgruppen.se.

Please note that warrants that are not exercised by May 27, 2024, or sold by May 22, 2024, will expire worthless. To prevent the warrants from expiring, you must either actively exercise them to subscribe for shares or sell the warrants.

How the warrants are exercised:

Custodian-registered warrants (custodial account):

Subscription and payment through the exercise of the subscription option must be made in accordance with the instructions provided by the respective fund manager. Please contact your fund manager for further information.

Directly Registered Warrants (VP Account):

No offering statement or payment instructions will be sent out. Subscription must be made through simultaneous cash payment in accordance with the instructions on the subscription form. The warrants will then be replaced with interim shares pending registration with the Swedish Companies Registration Office.

Advisor

Mangold Fondkommission AB is serving as financial advisor, and Hellström Advokatbyrå KB is serving as legal counsel in connection with the Offering. Mangold Fondkommission AB is the underwriter for the Offering.

This information is information that Tellusgruppen is required to disclose under the EU Market Abuse Regulation. The information was submitted for publication on May 15, 2024, at 8:55 a.m. CEST, through the above-mentioned contact persons.

For more information, visit
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 atca@mangold.se.

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 28 preschools and seven elementary schools, and also provides child care and educational services.

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 Our business concept is to establish, operate, and develop profitable and growing subsidiaries that offer high-quality, innovative, and in-demand services in their respective fields.