Tellusgruppen receives additional subscription commitments and guarantee commitments for Series TO2 warrants totaling approximately 1.2 MSEK

Published: May 21, 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”) has received additional subscription commitments and guarantee undertakings, meaning that the proceeds from the offering that the Company can raise through the exercise of Series TO2 warrants are secured to approximately 65.4 percent by subscription commitments and guarantee undertakings.

Subscription Commitments and Guarantee Obligations

The Company announces that it has increased the proportion of subscription commitments from approximately 44.1 percent to a total of approximately 44.2 percent. Furthermore, the Company announces that it has also increased the proportion of guarantee commitments from approximately 7.2 percent to a total of approximately 21.2 percent.

Subscription commitments from existing shareholders and members of the Board of Directors amount to approximately SEK 3.8 million, corresponding to approximately 44.2 percent of the proceeds from the offering that the Company can raise through the exercise of Series TO2 warrants. The Company has entered into guarantee commitments through top-down guarantees totaling approximately SEK 1.3 million, corresponding to approximately 15.4 percent of the proceeds the Company can raise through the exercise of Series TO2 warrants. The Company has also entered into bottom guarantees totaling approximately SEK 0.5 million, corresponding to approximately 5.8 percent of the proceeds the Company can raise through the exercise of Series TO2 warrants.

Through subscription commitments, top-down guarantees, and bottom-up guarantees, approximately 65.4 percent of the proceeds from the offering that the Company can raise through the exercise of Series TO2 warrants is secured. Neither the subscription commitments nor the guarantee commitments are secured by a bank guarantee, escrow, pledge, or similar arrangement.

Compensation for the floor guarantee commitment is paid as a cash payment equal to fifteen (15) percent of the guaranteed amount. Compensation for the top-down guarantee commitment is paid as 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.

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.

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.

Important Information

The publication, release, or distribution of this press release may be subject to legal restrictions in certain jurisdictions. Recipients of this press release in jurisdictions where it has been published, released, or distributed should familiarize themselves with and comply with such legal restrictions. Recipients of this press release are responsible for using this press release and the information contained herein in accordance with the applicable regulations in their respective jurisdictions. This press release does not constitute an offer or an invitation to acquire or subscribe for any securities of the Tellus Group in any jurisdiction, either from the Company or from any other party.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in the Company. The information in this press release is intended solely to provide background information, etc., regarding Series TO2 warrants and does not claim to be complete or exhaustive. No assurance is given regarding the accuracy or completeness of the information in this press release.

This press release does not constitute an offer or a solicitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless they are registered, covered by an 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 such securities in the United States. The information in this press release may not be disclosed, published, copied, reproduced, or distributed, directly or indirectly, in whole or in part, in or to the United Kingdom, the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Switzerland, Singapore, South Africa, or any other jurisdiction where such disclosure, publication, or distribution of this information would be contrary to applicable laws and regulations.

Within the European Economic Area, no public offering of securities is being made in any country other than Sweden. In other member states of the European Union, such an offering may only be made in accordance with the exemptions provided for in the Prospectus Regulation (EU) 2017/1129.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s intentions, assessments, or expectations concerning the Company’s future results, financial position, liquidity, development, outlook, expected growth, strategies, and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by their use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “assume,” “should,” “could,” and, in any case, the negatives thereof, or similar expressions that imply indications or predictions regarding future developments or trends, and that are not based on historical facts. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no guarantee that they will materialize or that they are correct. Since these assumptions are based on estimates and are subject to risks and uncertainties, the actual results or outcomes may, for many different reasons, differ materially from those indicated in the forward-looking statements. Such risks, uncertainties, contingencies, and other material factors may cause actual events to differ materially from the expectations expressed or implied in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are accurate, and readers of this press release should not unduly rely on the forward-looking statements contained herein. The information, opinions, and forward-looking statements expressly or implicitly contained herein are provided solely as of the date of this press release and are subject to change. Neither the Company nor any other party undertakes to review, update, confirm, or publicly announce any revision to any forward-looking statement to reflect events that occur or circumstances that arise regarding the content of this press release, unless required by law or the Nasdaq First North Growth Market Rulebook for Issuers of Shares.