The Tellus Group is settling a promissory note in the amount of SEK 1,925,000 through a set-off against newly issued shares, subject to the Board’s approval
Published: April 25, 2024
Tellusgruppen AB (publ) has entered into an agreement regarding a private placement aimed at settling a promissory note from the previous acquisition of Språkservice 24. The private placement will strengthen Tellusgruppen AB’s equity and thereby improve its equity ratio. The validity of the agreement is subject to approval by the Board of Directors of Tellusgruppen AB.
In connection with the Tellus Group’s acquisition of Språkservice 24, a promissory note in the amount of SEK 1,925,000 was issued to Språkservice 24’s owner, Idiomas Holding AB. Tellusgruppen AB has today entered into an agreement with Idiomas Holding AB to settle the promissory note and accrued interest of SEK 66,689 through set-off against newly issued shares in Tellusgruppen AB. A total of 331,286 shares will be issued at a price of SEK 6.012 per share. Since the purpose was to settle the existing promissory note, a rights offering to existing shareholders was not applicable in this case. The share price is based on the 30-day closing price as of April 19 with a 10% discount, which has been assessed as a market-based pricing.
On April 14, 2023, Tellusgruppen AB announced its acquisition of Språkservice 24. The purchase price amounted to SEK 7,700,000, excluding cash. SEK 3,465,000 was to be paid in cash and SEK 2,310,000 through newly issued shares at the prevailing price on the closing date. The remaining SEK 1,925,000 is to be paid via a promissory note maturing 24 months after closing on August 1, 2023.
The agreement reached means that Tellusgruppen will issue 331,286 shares to the promissory note holders. The total number of shares in Tellusgruppen AB will thus increase from 14,678,424 to 15,009,710, corresponding to a dilution of 2.21 percent. Furthermore, Tellusgruppen AB’s equity will increase by SEK 1,991,689 and its share capital by SEK 16,511. The new shares are expected to be distributed to Idiomas Holding AB on May 7, 2024.
The Board of Directors of Tellusgruppen AB is expected to approve the agreement at its board meeting on May 7, 2024.
-Tellusgruppen has grown significantly since its initial public offering without raising new capital. The equity ratio has weakened during the period as a result of amortization of completed acquisitions. “With this private placement, the Tellus Group is taking a step in the right direction to strengthen its balance sheet by converting debt into shares and thus equity. The transaction helps reduce shareholder concentration, increases trading in the stock, and strengthens the company’s equity ratio,” says Bijan Fahimi, CEO of the Tellus Group.
