NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.

URB-IT PUBLISHES THE FINAL OUTCOME OF THE RIGHTS ISSUE

The subscription period for Urb-it AB (publ)'s ("Urb-it" or the "Company") rights issue ended on December 14, 2022. The final outcome of the rights issue shows that 699,024,718 shares, corresponding to approximately 35.7 percent of the offered shares, were subscribed for with subscription rights and 362,282,422 shares were subscribed for without subscription rights, corresponding to approximately 18.5 percent of the offered shares. In total, the rights issue was subscribed for approximately 54.2 percent with and without subscription rights. Hence, the underwriting commitments will be exercised in part, as a result of which the underwriters will be allocated 896,693,700 shares in aggregate, corresponding to approximately 45.8 percent of the offered shares. Including the underwriters' allocation, the rights issue is fully subscribed. 

As a result of the rights issue, Urb-it will receive issue proceeds amounting to approximately SEK 196 million before deduction of transaction costs. Through the rights issue and taking into account the decision to reduce the share capital resolved by the extraordinary general meeting on November 21, 2022, Urb-it's share capital will increase by SEK 29,370,012.6, from SEK 3,671,251.575 to SEK 33,041,264.175 and the total number of shares will increase by 1,958,000,840. After the rights issue, the number of shares in Urb-it will amount to 2,202,750,945.

Trading in paid subscribed shares (Sw. BTA) on Nasdaq First North Growth Market will continue until the Swedish Companies Registration Office has registered the rights issue and BTA is converted to shares, which is expected to occur around week 1, 2023. The new shares will be admitted to trading in connection with the conversion of BTA to shares.

Important information

This press release and the information herein is not for publication, release, dissemination or distribution, in whole or in part, directly or indirectly, in or into the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa or any other state, territory or jurisdiction in which publication, release, dissemination or distribution would be unlawful or where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the "Securities") or any other financial instruments in Urb-it AB (publ). Any offer in respect of any of the Securities has only been made through the prospectus that Urb-it AB (publ) has published. Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the account or benefit of a person who is registered in, these countries. The company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden. 

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction in the United States (including its territories, possessions and the District of Columbia), and unless so registered, may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a "Relevant State"), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Urb-it AB (publ) or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as "Relevant Persons"). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons. 

This press release does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

This press release contains forward-looking statements that reflect Urb-it AB (publ)'s current view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "estimate" and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect Urb-it AB (publ)'s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, Urb-it AB (publ) does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

Advisors

Vator Securities AB is the financial advisor and issuer agent and Advokatfirman Lindahl KB is the legal advisor to the Company in connection with the rights issue.

This information was submitted for publication through the agency of the contact person set out above on December 16, 2022, at 16.15 CET.

For more information, please contact:

Kevin Kviblad, CEO, kevin@urbit.com

The following documents can be retrieved from beQuoted
Project-Urus-PM-Utfall-ENG 20221216.pdf