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.
On 4 November, the Board of Directors of Terranet AB ("Terranet" or the "Company") resolved, based on the authorization granted by the Annual General Meeting on 23 May 2025, on a new issue of Class B shares with preferential rights for existing shareholders of approximately SEK 18.5 million at a subscription price of SEK 0.078 per share (the "Rights Issue"). As Euroclear does not allow three decimal places in the subscription price, the Company now adjusts the terms to a unit issue with a subscription price of SEK 0.39 per unit containing five shares, corresponding to SEK 0.078 per share. Otherwise, the Rights Issue will be carried out on the same terms as previously communicated.
Summary of the Rights Issue
Through the Rights Issue, existing shareholders are given the right to subscribe for units in proportion to the number of shares they own on the record date of 12 November 2025. One (1) existing share, regardless of share class, entitles to one (1) unit right and thirty-five (35) unit rights enables the subscription of one (1) new unit. One (1) unit contains five (5) new Class B shares.
The subscription price has been set at SEK 0.39 per unit, corresponding to SEK 0.078 per Class B share. At full subscription, Terranet will receive approximately SEK 18.5 million before issue costs. Subscription with the support of unit rights shall take place during the period 14 November 2025 - 28 November 2025, while trading in subscription rights will take place between 14 November 2025 and 25 November 2025.
As a consequence of the new structure with units, the Rights Issue will comprise of one (1) less Class B share. The Rights Issue now comprises 236,861,290 Class B shares, which means that the Company's total number of shares may increase from 1,894,890,328 to 2,131,751,618, after the directed share issue announced on November 4, 2025 has been registered. The share capital may increase by a maximum of SEK 2,368,612.90, from SEK 18,948,903.28 to SEK 21,317,516.18. For shareholders who do not participate in the Rights Issue, a dilution of approximately 11.1 percent will occur based on the number of shares after the completion of the directed issue. Shareholders who choose not to participate can compensate for this dilution by selling their unit rights.
The complete terms and conditions of the Rights Issue, and the underwriting commitments provided, will be set out in an information document prepared in accordance with Article 1.4 db of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the "Prospectus Regulation"), in the form prescribed by Annex IX to the Prospectus Regulation (the "Information Document"). The information document will be published on the Company's website on or about November 12, 2025.
Preliminary timetable for the Rights Issue
| Last day of trading in shares including the right to receive unit rights | 10 november 2025 |
| First day of trading in shares excluding the right to receive unit rights | 11 november 2025 |
| Record date for participation in the Rights Issue | 12 november 2025 |
| The information document is published on the Company's website | 12 november 2025 |
| Subscription period in the Rights Issue | 14 november - 28 november 2025 |
| Trading in unit rights | 14 november - 25 november 2025 |
| Trading BTU | 14 november - 11 december 2025 |
| Final subscription result of the Rights Issue is announced | 2 december 2025 |
Mangold Fondkommission is acting Sole Global Coordinator and Sole Bookrunner and Eversheds Sutherland Advokatbyrå AB is acting as legal advisor to the Company in connection with the Directed Issue and the Rights Issue.
For more information, please contact:
Lars Lindell, CEO
E-mail: lars.lindell@terranet.se
About Terranet AB (publ)
Terranet's mission is to save lives in urban traffic. We develop groundbreaking technology solutions for advanced driver assistance systems (ADAS) and autonomous vehicles, with a focus on protecting vulnerable road users from injury. Using a unique and patented sensor technology, Terranet's system BlincVision scans the road with laser precision, detecting objects up to ten times faster than any other ADAS solution on the market today.
Terranet is headquartered in Lund, Sweden, with additional operations in Gothenburg and Stuttgart - at the heart of the European automotive industry. Since 2017, the company has been listed on Nasdaq First North Premier Growth Market (Nasdaq: TERRNT-B).
Visit us at www.terranet.se
Certified Adviser to Terranet is Mangold Fondkommission AB, 08-503 015 50, ca@mangold.se.