Terranet's rights issue oversubscribed

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

Terranet AB ("Terranet” or the "Company”) has completed the rights issue of units, consisting of shares of series B and warrants of series TO9 B, which the Board of Directors decided on April 16, 2025, and was approved by the Annual General Meeting on May 23, 2025 (the 'Rights Issue'). The outcome shows that 10,349,896 units were subscribed for with unit rights, corresponding to approximately 74.6 percent of the Rights Issue. In addition, the Company has received subscription applications for 4,704,934 units, corresponding to approximately 33.9 percent of the Rights Issue, for subscription without unit rights. In total, 15,054,830 units were subscribed for with unit rights and subscription applications, corresponding to approximately 108.5 percent of the Rights Issue. The Rights Issue is thus oversubscribed and will raise approximately SEK 15 million before issue costs. No underwriting commitments will be utilised.

Outcome of the Rights Issue

The subscription period in the Rights Issue ended on June 11, 2025. The outcome shows that 10,349,896 units were subscribed for with unit rights, corresponding to approximately 74.6 percent of the Rights Issue. Furthermore, the Company has received subscription applications to subscribe for 4,704,934 units without unit rights, corresponding to approximately 33.9 percent of the Rights Issue. Thus, 15,054,830 units were subscribed for with and without unit rights, corresponding to approximately 108.5 percent of the Rights Issue. The Rights Issue is thus oversubscribed, and no underwriting commitments will be utilised.

Each unit in the Rights Issue consists of twelve (12) B-shares and three (3) warrants of series TO9 B. In total, 13,880,714 units will thus be allocated, corresponding to 166,568,568 newly issued B-shares and 41,642,142 warrants of series TO9 B.

Through the Rights Issue, the Company will receive approximately SEK 15 million before issue costs. Upon full utilisation of all warrants of series TO9 B within the framework of the offered units, the Company may receive an additional maximum of approximately SEK 15.1 million.

Comment from Lars Lindell, CEO

"We are very pleased that so many shareholders have chosen to exercise their subscription rights and thereby shown their confidence in the company and its future development. Through the proceeds we receive from the issues, we will be able to take significant steps in both product and business development and lay the foundation for the commercialization of BlincVision."

Allocation of units subscribed without unit rights

Allotment of units subscribed for without unit rights has been made in accordance with what is stated in the information memorandum published by the Company on May 26, 2025, in connection with the Rights Issue. Notice of such allotment will be announced separately through a settlement note. Nominee-registered shareholders will receive notification of allotment in accordance with instructions from the respective nominee.

Shares and share capital

Through the Rights Issue, and after registration of the Second Directed Issue announced by the Company through a press release on April 16, 2025, the number of shares in the Company will increase by 166,568,568 B-shares from 1,471,519,182 shares (1,084,463 A-shares and 1,470,434,719 B-shares) to 1,638,087,750 shares, and the share capital will increase by SEK 1,665,685.68, from SEK 14,715,191.82 to SEK 16,380,877.50. The dilution effect, after registration of the Second Directed Issue, amounts to 10.2 percent in the Rights Issue.

In the event that all attached warrants of series TO9 B are fully exercised for subscription of new B-shares in the Company, the number of shares in the Company will increase by an additional 83,729,677 B-shares, from 1,638,087,750 shares (1,084,463 A-shares and 1,637,003,287 B-shares) to 1,721,817,427 shares, and the share capital will increase by an additional SEK 837,296.770, from SEK 16,380,877.500 to SEK 17,218,174.270. The dilution effect, if all warrants of series TO9 B are exercised, amounts to 4.9 percent.

Warrants of series TO9 B

Each warrant of series TO9 B entitles the holder to subscribe for one (1) new B-share in the Company. One (1) warrant of series TO9 B entitles the holder to subscribe for one (1) B-share in the Company at a subscription price of SEK 0.18 (corresponding to 200 percent of the subscription price per B-share in the Directed Issues and the Rights Issue). Application for subscription of B-shares with the support of warrants of series TO9 B will take place during the period from December 1, 2025, up to and including December 15, 2025. The warrants are intended to be admitted to trading on Nasdaq First North Premier Growth Market.

Paid subscribed units ("BTU”)

Trading in BTU (paid subscribed units) will take place on Nasdaq First North Premier Growth Market until June 30, 2025, or until the conversion of BTUs into B shares and warrants of series TO9 B, which will take place after the Rights Issue has been registered with the Swedish Companies Registration Office. Registration with the Swedish Companies Registration Office is expected to take place during week 26, 2025.

Compensation to underwriters

In connection with the Rights Issue, two (2) external investors have provided underwriting commitments corresponding to 99.8 per cent of the Rights Issue. For underwriting commitments made, underwriting compensation of 12 percent of the underwritten amount is paid in the form of newly issued units. In total, a maximum of 1,661,774 new units may be issued as underwriting compensation to the underwriters.

Advisers

Mangold Fondkommission AB is the financial advisor to Terranet in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.

For more information, please contact:

Dan Wahrenberg, CFO

E-mail: [email protected]

This information is such that Terranet AB is required to make public in accordance with the EU's Market Abuse Regulation (MAR). The information was made public by the Company's contact person above on June 13, 2025, at 08:00 CET.

About Terranet AB (publ) 

Terranet's goal is to save lives in urban traffic. The company develops innovative technical solutions for Advanced Driver Assistance Systems (ADAS) and Autonomous Vehicles (AV). Terranet's anti-collision system BlincVision laser scans and detects road objects up to ten times faster than any other ADAS technology available today.

The company is headquartered in Lund, with offices in Gothenburg and Stuttgart. Since 2017, Terranet has been listed on Nasdaq First North Premier Growth Market (Nasdaq: TERRNT-B).

Follow our journey at: www.terranet.se

Certified Adviser to Terranet is Mangold Fondkommission AB.

Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Terranet in any jurisdiction, neither from Terranet nor anyone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

Attachment

• Press release - Outcome Rights Issue