The subscription period for the Tellus Group’s rights offering of warrants begins today

Published: January 8, 2025

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, BELARUS, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR REQUIRE ADDITIONAL MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW.

Today, January 8, 2025, marks the start of the subscription period for Tellusgruppen AB (publ)’s (“Tellusgruppen” or “the Company”) rights offering of warrants with preferential subscription rights for existing shareholders (“Rights Offering”), which was resolved by the Board of Directors on December 17, 2024, pursuant to the authorization granted by the Annual General Meeting on June 12, 2024. The subscription period for the Rights Offering runs from January 8 through January 22, 2025. Please note, however, that custodians may have an earlier deadline for subscription in the Rights Offering.

Preliminary Timeline for the Rights Offering

December 30, 2024: Record date for the allocation of subscription rights. Shareholders who were registered in the share register maintained by Euroclear Sweden AB on this date received subscription rights to participate in the Rights Offering
January 8–22, 2025: Subscription period for the Rights Offering
January 8–17, 2025: Trading in unit rights (UR) on the Nasdaq First North Growth Market
January 8 – Week 6, 2025: Trading in paid subscribed units (BTU) on the Nasdaq First North Growth Market
January 24, 2025: Estimated date for the announcement of the results of the Rights Offering

Subscription with Preemptive Rights
Shareholders who, on the record date of December 30, 2024, were registered in the share register maintained by Euroclear Sweden AB (“Euroclear”) on behalf of the Company, as directly registered shareholders, will receive a pre-printed subscription statement with an attached payment slip from Euroclear. In the event that a number of subscription rights other than that stated in the pre-printed subscription statement is exercised for subscription, the special subscription form available on the Company’s website https://tellusgruppen.noboxdesign.se/investerare/ must be used as the basis for subscription through cash payment.
Shareholders whose holdings of shares in the Company were nominee-registered on the record date will receive neither an offering statement nor a special subscription form from Euroclear. Subscription and payment must instead be made in accordance with instructions from the respective custodian.

Subscription without preferential rights
Applications for subscription without preferential rights through a custodian are made in accordance with instructions from the respective custodian. For subscription through an endowment insurance policy or an investment savings account, please contact your custodian.
Other applications for subscription without preferential rights are made via electronic subscription using BankID on Mangold’s website www.emission.mangold.se.

Advisors
Mangold Fondkommission AB is the financial advisor and Hellström Advokatbyrå KB is the legal advisor in connection with the Private Placement.

About Tellusgruppen AB (publ)
Tellusgruppen is a long-term owner of well-managed companies in the education and childcare sectors. The Group currently operates 28 preschools and seven elementary schools, and also provides childcare and educational services.

The Tellus Group was founded in 2012 as the parent company of Tellusbarn (which was founded in 2007) and as a platform for future expansion in the education and childcare sector.

The Tellus Group’s business concept is to establish, operate, and develop profitable and growing subsidiaries that offer high-quality, innovative, and in-demand services within their respective fields.

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, and no steps will 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 only be made in accordance with the terms and conditions that the Company intends to publish prior to the commencement 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 (the “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. The offering is also not 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.

The subscription period for the Tellus Group’s rights offering of warrants begins today