The Tellus Group has completed a private placement of units worth approximately SEK 7.5 million and has decided to issue warrants to shareholders

Published: December 17, 2024

This press release may not be released, published, or distributed, either directly or indirectly, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, or the United States, or any other country where such action is subject to legal restrictions, in whole or in part. The information in this press release may also not be transmitted, reproduced, or displayed in any manner that violates such restrictions. Failure to comply with this instruction may constitute a violation of the United States Securities Act of 1933 or applicable laws in other jurisdictions. For further information, please see “Important Information” in this press release.

Tellusgruppen AB (publ) (“Tellusgruppen” or “the Company”) hereby announces that the Company has completed a private placement of 694,444 units (“the Private Placement”). One unit consists of two (2) shares and one (1) warrant of series TO3. The investors in the Private Placement consist of a number of qualified investors. The investors in the Private Placement are Rikard Akhtarzand, Pontus Lindwall, David Wästberg, and Hanna Myhrman. The Company has further resolved to carry out an issuance of warrants to the Company’s existing shareholders (the “TO Issuance”). All existing shareholders will receive one (1) unit right for each (1) share held on the record date. Ten (10) unit rights entitle the holder to one (1) unit containing one (1) warrant of series TO3. The Private Placement will raise approximately SEK 7.5 million for the Company before deduction of issuance costs.

The Company’s Board of Directors has, pursuant to the authorization granted by the Annual General Meeting on June 12, 2024, resolved to carry out and has completed the Private Placement. The subscription price in the Private Placement was SEK 10.80 per unit, corresponding to SEK 5.40 per share. The subscription price of SEK 5.40 per share represents a discount of approximately 9.2 percent relative to the closing price on December 16, 2025. Initially, the Private Placement will provide the Company with approximately SEK 7.5 million before deduction of issuance costs.

The Company’s Board of Directors considers that the Private Placement was carried out on market terms.
The reason for the deviation from shareholders’ preemptive rights is that the Company’s Board of Directors considers, based on an overall assessment and after careful consideration of available financing solutions, that the Private Placement is a better alternative for the Company and its shareholders than a traditional rights offering in the current market climate. The Board also assesses that, objectively speaking, it is in the interest of both the Company and its shareholders to carry out the Private Placement. The Board’s assessment is that the Private Placement is the most appropriate financing solution to promptly secure the Company’s capital needs in a time- and cost-effective manner. A traditional rights offering is assessed to entail significantly increased costs for the Company, where, among other things, a potential underwriting syndicate would need to be engaged and the process would take longer. After consulting with financial advisors, the Board also assesses that a traditional rights offering would only be feasible at a significantly discounted share price, which under current circumstances is not deemed to be in the best interest of either the Company or its shareholders.

The Private Placement will result in an initial dilution effect of approximately 8.0 percent of the number of shares and votes in the Company. As a result of the Private Placement, the number of shares will increase by 1,388,888 from 16,004,306 to 17,393,194, and the share capital will increase by approximately SEK 69,222.20 from approximately SEK 797,654.82 to approximately SEK 866,877.02.

Warrants to existing shareholders of the Tellus Group
To provide existing shareholders of the Company with the opportunity to be partially compensated for the dilution effect caused by the shares and warrants in the Private Placement, the Board of Directors of Tellusgruppen has simultaneously decided to offer all existing shareholders the opportunity to subscribe for Series TO3 warrants.

All existing shareholders of the Tellus Group will receive one (1) unit right for each (1) share held on the record date of December 30, 2024. Ten (10) unit rights entitle the holder to subscribe for one (1) unit; one (1) unit contains one (1) Series TO3 warrant. Any rounding will be done downward. The subscription period runs from January 8, 2025, through January 22, 2025.

Investors who participated in the Private Placement will not be shareholders as of the record date and will therefore not be entitled to the warrants allocated to existing shareholders.

Terms and Conditions of the TO Offering
The TO Offering consists of a maximum of 1,600,430 units, corresponding to 1,600,430 warrants of Series TO3. Each warrant entitles the holder to subscribe for one (1) share in the Company.

All existing shareholders of the Tellus Group will receive one (1) unit right for each (1) share held on the record date of December 30, 2024. Ten (10) unit rights entitle the holder to subscribe for one (1) unit. One (1) unit consists of one (1) warrant of series TO3. The subscription price is SEK 0.01 per unit, corresponding to SEK 0.01 per warrant.

If all units offered in the TO Offering are fully subscribed, the Company will receive approximately SEK 16,000, before offering costs.

The general public is not entitled to subscribe for units in the TO Offering. Subscriptions without the use of subscription rights may only be made by subscribers who have also subscribed for units using subscription rights, regardless of whether the subscriber was a shareholder on the record date.

If the Series TO3 warrants are fully exercised, the dilution will amount to approximately 8.4 percent for shareholders who choose not to participate, calculated based on the number of shares in the Company following the registration of the new shares in the Private Placement. Upon full exercise of Series TO3 warrants, the number of shares will increase by 1,600,430 from 17,393,194 to 18,993,624, and the share capital will increase by approximately SEK 79,765.45 from approximately SEK 866,877.02 to approximately 946,642.47.

Terms and Conditions for Series TO3 Warrants

  • Each Series TO3 warrant entitles the holder to subscribe for one (1) new share in the Company. The subscription price for shares subscribed for pursuant to Series TO3 warrants is SEK 6.00, subject to a minimum of the share’s par value.
  • The warrants may be exercised to subscribe for new shares during the period from December 1, 2025, through December 15, 2025.
  • If the TO Offering is fully subscribed and all Series TO3 warrants are fully exercised within the scope of the units offered in the TO Offering and the Private Placement, the Company may receive a maximum of approximately SEK 13.8 million before issuance costs.
  • The maximum increase in the number of shares in the Company resulting from the exercise of all Series TO3 warrants amounts to 2,294,874, which corresponds to a dilution effect of approximately 11.7 percent based on the current number of outstanding shares in the Company following the registration of the shares in the Private Placement.
  • The Series TO3 warrants are expected to be listed on the Nasdaq First North Growth Market following final registration with the Swedish Companies Registration Office.
  • The full terms and conditions for Series TO3 warrants are available on the Company’s website, www.tellusgruppen.noboxdesign.se.

Preliminary Timeline for the TO Offering

December 23, 2024 Last trading day for Tellus Group shares, including the right to receive unit rights
December 27, 2024 First day of trading in Tellus Group shares, excluding the right to receive unit rights
December 30, 2024 Record date for receiving subscription rights. Shareholders who are registered in the share register maintained by Euroclear Sweden AB on this date will receive subscription rights to participate in the TO Offering
January 8, 2025 – January 17, 2025 Trading in unit rights (UR) on the Nasdaq First North Growth Market
January 8, 2025 – January 22, 2025 Subscription period for the TO Offering
January 8, 2025 – February 6, 2025 Trading in paid-in subscribed units (BTU) on the Nasdaq First North Growth Market
January 24, 2025 Estimated date of announcement of the results of the offering

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

For more information, visit
Bijan Fahimi, CEO of Tellusgruppen AB
bijan.fahimi@tellusgruppen.noboxdesign.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.

This information is information that the Tellus Group is required to disclose under the EU Market Abuse Regulation. The information was submitted for publication on December 17, 2024, at 5:10 p.m. CET, through the above-mentioned contact persons.

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, nor will any 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.

Attachments
The Tellus Group has completed a private placement of units totaling approximately SEK 7.5 million and has decided to issue warrants to shareholders

The Tellus Group has completed a private placement of units worth approximately SEK 7.5 million and has decided to issue warrants to shareholders