Tellus Group's warrant offering has been oversubscribed several times over

Published: January 24, 2025

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”) has completed the issuance of units consisting of Series TO3 warrants with preferential rights for existing shareholders (the “TO Issuance”), 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 results show that 1,286,136 units were subscribed for using unit rights, corresponding to approximately 80.4 percent of the TO Issue. In addition, the Offering was oversubscribed several times without the use of unit rights. The TO Offering was thus fully subscribed. The TO Offering will raise approximately SEK 16,000 for the Company before deduction of offering costs.

Final Results of the
The subscription period for the TO Offering ended on January 22, 2025. The results show that 1,286,136 units were subscribed for using unit rights, corresponding to approximately 80.4 percent of the TO Offering. In addition, the TO Issue was oversubscribed several times without the use of unit rights. The TO Issue was thus fully subscribed. In total, 1,600,430 units were allocated to subscribers, corresponding to 100 percent of the TO Issue. Each unit in the TO Issue consists of one (1) warrant of series TO3. A total of 1,600,430 units were subscribed for, corresponding to 1,600,430 Series TO3 warrants.
Upon full exercise of all Series TO3 warrants issued in the TO Issue, the Company may receive up to approximately SEK 9.6 million.

Allocation of units subscribed for without unit rights
The allocation of units subscribed for without unit rights has been made in accordance with the principles set forth in the offering document that the Company published on January 7, 2025, in connection with the TO Issue (“Offering Document”). Nominee-registered shareholders will receive notification of allocation in accordance with instructions from their respective nominees.

Trading in paid-up subscription units (“BTU”)
Trading in BTUs will continue through February 6, 2025.

Shares, Share Capital, and Dilution
Upon full exercise of the Series TO3 warrants issued as part of the TO Offering, as well as Series TO3 warrants previously issued as announced by the Company, the number of shares in the Company will increase by a maximum of 1,600,430 from 17,393,194 shares to a maximum of 18,993,624 shares, and the share capital by a maximum of approximately SEK 79,765.45 from approximately SEK 866,877.02 SEK to a maximum of approximately 946,642.47 SEK, corresponding to a maximum dilution effect of approximately 8.4 percent of the number of shares, based on the current number of outstanding shares in the Company.

Warrants of Series TO3

  • 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 the Series TO3 warrants is SEK 6.00.
  • The warrants may be exercised to subscribe for new shares during the period from December 1, 2025, through December 15, 2025.
  • If all outstanding Series TO3 warrants are fully exercised, the Company could raise 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 1,600,430, which corresponds to a dilution effect of approximately 8.4 percent based on the current number of outstanding shares in the Company.
  • 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.

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

For further information, please contact
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.

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 steps be taken, to permit an offer to the public in any jurisdictions other than Sweden.

The information contained 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 (“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
Tellus Group’s warrant offering has been fully subscribed several times over

Tellus Group's warrant offering has been oversubscribed several times over