Terranet AB ("Terranet" or the "Company") has, as previously communicated, completed the rights issue of units, consisting of B-shares and warrants of series TO9 B, which the board decided on April 16, 2025, and approved by the annual general meeting on May 23, 2025, (the "Rights Issue"). In accordance with the underwriting agreements that have been entered into in connection with the Rights Issue, Terranet's board of directors has today decided on a directed issue of units to underwriters in the Rights Issue (the "Compensation Issue"). The subscription price in the Compensation Issue has been set to the same subscription price as in the Rights Issue, SEK 1.08 per unit, which corresponds to a subscription price of SEK 0.09 per B-share, and payment is made by offsetting the underwriters’ claims against the Company for underwriting compensation.

As previously communicated, the underwriters in the Rights Issue, in accordance with the underwriting agreements entered into, will receive underwriting compensation in the form of new units. Due to this, the Board, relying on the authorization from the annual general meeting held on May 23, 2025, has today resolved on the Compensation Issue, which includes a total of 1,661,774 new units. Each unit in the Compensation Issue consists of twelve (12) shares of series B and three (3) warrants of series TO9 B. A total of 19,941,288 B-shares and 4,985,322 warrants of series TO9 B have been issued in the Compensation Issue. The subscription price in the Compensation Issue was determined, after negotiations at arm’s length, to SEK 1.08 per share of series B, and corresponds to the subscription price in the Rights Issue.

The reason for the deviation from the shareholders' preferential rights in the Compensation Issue is to fulfil the Company's contractual obligation to the guarantors. The Board of Directors considers that it is beneficial to the Company's financial position to take advantage of the opportunity to pay the underwriting compensation in the form of units instead of cash. Payment for units in the Compensation Issue will be made by offsetting the underwriters’ claims against the Company for underwriting compensation. The subscription price has been negotiated in connection with the conclusion of the underwriting agreements, which took place in consultation with the financial advisor and after an analysis of the market situation. The Board of Directors therefore considers that the subscription price and other terms and conditions of the Compensation Issue are considered to be on market terms based on the above. All units in the Compensation Issue have been subscribed for and allocated.

Shares and share capital
Through the Compensation 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 19,941,288 B-shares from 1,638,087,750 shares (1,084,463 A-shares and 1,637,003,287 B-shares) to 1,658,029,038 shares, and the share capital will increase by SEK 199,412.88, from SEK 16,380,877.50 to SEK 16,580,290.38. The dilution effect, after registration of the Second Directed Issue, amounts to 1.2 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 88,714,999 B-shares, from 1,658,029,038 shares (1,084,463 A-shares and 1,656,944,575 B-shares) to 1,746,744,037 shares, and the share capital will increase by an additional SEK 887,149.990, from SEK 16,580,290.380 to SEK 17,467,440.370. The dilution effect, if all warrants of series TO9 B are exercised, amounts to 5.1 percent.

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

For more information, please contact:
Dan Wahrenberg, CFO
E-mail: dan.wahrenberg@terranet.se

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.