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The board of Omnicar Holding AB (‘’the Company’’) has resolved on a directed new issue of 22,050,000 shares (corresponding to a dilution effect of approximately 20.8 percent of the number of shares and votes in the Company) at a price of SEK 0.6 per share (the “New Issue”) and, subject to the subsequent approval of the general meeting, decided on a so-called Leo issue of 6,125,000 shares (corresponding to a dilutive effect of an additional 5.8 percent of the number of shares and votes in the Company) at a price of SEK 0.6 per share to Mads Kjaer (through The Way Forward ApS) and Kevin Magnussen (through Twenty Holding ApS) (the “Leo Issue” and together with the New Issue the “Directed Issue”). The price of the Directed Issue has been determined as set out below and corresponds to a premium of approximately 13.2 percent in relation to the closing price of the Company’s share on Spotlight Stockmarket on December 28, 2022. It is the board’s assessment that the subscription price equals market value. Through the Directed Issue, approximately SEK 16.9 million is provided to OmniCar before issue costs, of which the provision of approximately SEK 3.7 million is conditional on the subsequent approval of the general meeting. It will be proposed that the annual general meeting of OmniCar resolves to approve the Leo Issue.
The board of directors of Omnicar has resolved on the New Issue pursuant to the authorization to issue shares granted to it by the annual general meeting and on the Leo Issue subject to the general meetings approval. A total of 28,175,000 shares will be issued to selected investors, including certain shareholders of OmniCar, at a subscription price of 0.6 SEK per share against cash payment, which will increase the share capital of the Company with 2,817,500 SEK, resulting in a dilutive effect of app. 26.6 percent. After the investment the share capital of the Company will be 10,604,232,8 SEK and the total number of shares will be 106,042,328.
The New Issue is made to a smaller number of investors which include the Company’s main shareholder Meko Services AB (“Mekonomen”). In total, 18,375,000 shares for a sum of SEK 11,025,000 have been subscribed for in the New Issue in connection with the board of directors’ resolution. Since full subscription by Mekonomen of its intended investment would result in Mekonomen exceeding the threshold to make a mandatory bid for all shares of OmniCar, the board of directors of the Company has extended the subscription and payment period to 30 April 2023, for the remaining 3,675,000 shares (SEK 2,205,000). This allows for Mekonomen to decide whether to acquire the said shares after the annual general meeting’s approval of the Leo Issue. After the Leo Issue has been completed, the remaining shares of the New Issue can be acquired by Mekonomen without surpassing the mandatory bid threshold.
Deviation from the shareholders’ preferential rights
Prior to the Directed Issue, the Board of Directors has also considered the possibility to raise the required equity through a rights issue but concluded that a rights issue would be significantly more time-consuming and entail significantly higher costs and increased exposure to potential market volatility compared to the Directed Issue. Given the market volatility seen during 2022, that is still ongoing, the Board of Directors has assessed that a rights issue would also require a rather significant underwriting from a guarantor syndicate that would entail additional costs and/or additional dilution depending on the type of remuneration for such underwriting. In relation to the limited capital need existing in OmniCar at the moment, the transaction costs associated with a rights issue is deemed to be unacceptably high. In addition, the more time-consuming rights issue alternative would further delay the work to accelerate the expansion of OmniCar Service (“OCS”) which in turn would lead to a corresponding delay of increased revenues resulting from the expansion which would further increase the need for external funding. The Company has concluded that an immediate expansion of OCS is in the best interest of the shareholders.
In the light of the above, the Board of Directors made the assessment that a Directed Issue with deviation from the shareholders’ preferential rights was the most favorable alternative for OmniCar and in the best interest of all the Company’s shareholders.
The subscription price in the Directed Issue represents a premium of app. 13.2 percent in relation to the closing price on December 28, 2022, and app. 12.1 percent in relation to the volume weighted average price of the OmniCar share during a period of 10 trading days immediately preceding the Directed Issue and does not include a discount. Against the background of its contacts with external investors and vast experience of raising funds for OmniCar, the Board of Directors of OmniCar deems that the subscription price in the Directed Issue significantly exceeds the subscription price OmniCar would have been able to obtain if the subscription price would have been established through for example an accelerated book-building process gathering institutional investors. Hence, the Board of Directors assesses that the subscription price with a margin at least reflects current market value and demand.
The private placement to the management of Omnicar
In connection with the New Issue in Omnicar, certain members of the board of directors of the Company have undertaken to invest 3.675 MSEK in the Company by subscription of 6,125,000 newly issued shares on the same terms as the New Issue, i.e. at a subscription price of 0.6 SEK per share. The board of directors have thus carried out the Leo Issue, and will propose that the annual general meeting 2023 approves the Leo Issue.
As this private placement falls under the provisions in Chapter 16 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551), a valid resolution requires that it is approved by at least nine-tenths of the votes cast as well as of all shares represented at a general meeting of the Company. A notice for the general meeting which is to decide on this private placement will be announced in the near future.
Through this private placement up to 6,125,000 shares may be issued to the board of directors of Omnicar with the following allocation:
This private placement is made with deviation from the shareholders’ preferential rights to enable the management of the Company to commit and manifest its support for the Company as required by certain investors as well as to strengthen the Company’s financial position in a fast and cost-effective timeframe. The subscription price is the same as in the New Issue, and hence is deemed to reflect the current market value. The proceeds from the private placement will mainly be used to finance the expansion of OCS.
Through this private placement, a total of 6,125,000 shares may be issued at a subscription price of 0.6 SEK per share, which will increase the share capital of the Company with 612,500 SEK, resulting in a dilutive effect of app. 5.8 percent.
This disclosure contains information that Omnicar is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person set out above, at 5:15pm CET on 29 December 2022.
OmniCar Holding AB