Fredag 22 November | 06:08:44 Europe / Stockholm

Kalender

Tid*
2024-03-25 - Kvartalsrapport 2024-Q2
2023-11-17 - X-dag ordinarie utdelning ODICO 0.00 DKK
2023-11-16 - Årsstämma
2023-10-31 - Bokslutskommuniké 2023
2023-10-10 - Extra Bolagsstämma 2023
2023-03-10 - Kvartalsrapport 2023-Q2
2022-11-11 - X-dag ordinarie utdelning ODICO 0.00 DKK
2022-11-10 - Årsstämma
2022-10-13 - Bokslutskommuniké 2022
2022-02-11 - Kvartalsrapport 2022-Q2
2021-11-12 - X-dag ordinarie utdelning ODICO 0.00 DKK
2021-11-11 - Årsstämma
2021-09-16 - Bokslutskommuniké 2021
2021-04-23 - Extra Bolagsstämma 2021
2021-02-12 - Kvartalsrapport 2021-Q2
2020-11-06 - X-dag ordinarie utdelning ODICO 0.00 DKK
2020-11-03 - Årsstämma
2020-09-17 - Bokslutskommuniké 2020
2020-06-29 - Extra Bolagsstämma 2020
2020-02-07 - Kvartalsrapport 2020-Q2
2019-11-08 - X-dag ordinarie utdelning ODICO 0.00 DKK
2019-11-07 - Årsstämma
2018-11-09 - X-dag ordinarie utdelning ODICO 0.00 DKK
2018-11-08 - Årsstämma

Beskrivning

LandDanmark
ListaFirst North Denmark
SektorIndustri
IndustriIndustriprodukter
Odico är verksamt inom tillverkningsindustrin. Bolaget erbjuder specialiserade helhetslösningar inom skärning och fräsning, vilket inkluderar tekniska komponenter som pluggar, brickor, displayplattor, 3D-lösningar, samt övriga industriella prototyper. Utöver huvudverksamheten bistår bolaget med teknisk rådgivning och konsultation. Bolaget har sitt huvudkontor i Odense.
2023-10-31 23:16:14

31.10.2023 23:16:11 CET | Odico A/S | Company Announcement

Inside information: Rights issue

Company announcement nr. 80-2023

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, BELARUS, CANADA, HONG KONG, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURE.

The Board of Directors of Odico A/S (“Odico” or “the Company”) has today decided to increase the Company’s share capital through a rights issue (the “Rights Issue” or the “Issue”) by a minimum nominal DKK 501,600.65 (the “Minimum Offer”) corresponding to 10,032,013 new shares (“New Shares”), and up to a nominal DKK 911,096.30 (the “Maximum Offer”) corresponding to 18,221,926 New Shares, each with a nominal value of DKK 0.05 with a subscription price of DKK 0.76 (the “Subscription Price”) per New Share with pre-emptive rights for Odico’s existing shareholders (“Existing Shareholders”).

The Rights Issue: The Rights Issue offers a total of 18,221,926 New Shares at a Subscription Price per new share of DKK 0.76. The maximum gross proceeds in cash correspond to approximately 13.8 mDKK and net proceeds in cash of 11.6 mDKK after deduction of estimated transaction-related costs of 2.2 mDKK (including guarantor commissions). The Company has obtained pre-subscription commitments in cash of 0.9 mDKK (corresponding to 6.7% of the Issue) from management and co-founder and guarantee commitments of 6.7 mDKK (corresponding to 48.3% of the Issue), which corresponds to minimum gross proceeds of 7.6 mDKK (corresponding to 55.1% of the Issue) gross and 5.8 mDKK net after deduction of transaction related costs of 1.8 mDKK.

The use of funds: The net proceeds from the Rights Issue will be allocated to: (i) investing in additional robot- production cells, (ii) expanding commercial capacity, (iii) supporting working capital, and (iv) repaying short-term debt. The funds raised through a fully subscribed Rights Issue are anticipated to enable the Company to reach a break-even point in the first half of 2025.  

TABLE OF CONTENTS OF THIS ANNOUNCEMENT

  1. The Issue
  2. Background and rationale
  3. Timeline
  4. Detailed terms and conditions
  5. Pre-commitments
  6. Ownership structure
  7. Legal rights and obligations
  8. Other information

1: THE ISSUE

The Rights Issue in brief:

  • The Issue is carried out as a rights issue, where a minimum of 10.032.013 shares and a maximum of 18.221.926 shares are offered.
  • The New Shares are offered with pre-emptive rights for Existing Shareholders. Each Existing Shareholder will receive 1 (one) subscription rights for each 1 (one) existing share held on the record date on 6 November 2023. For each 1 (one) subscription right, 1 (one) New Share can be subscribed.
  • The subscription price per New Share is 0.76 DKK, calculated as 10-days volume-weighted average price (“VWAP”) from Monday 16 October 2023 to Friday 27 October 2023, less 60% discount (“Subscription Price”).
  • The subscription period of the Rights Issue will commence on 7 November 2023 at 9:00 a.m. CET (Central European Time = local Danish time) and will close on 20 November 2023 at 5:00 p.m. CET (the “Subscription Period”)
  • Under the assumption of full subscription in the Rights Issue, a total of 18,221,926 New Shares will be issued corresponding to gross proceeds of maximum 13.8 mDKK and net proceeds of 11.6 mDKK after deduction of transaction-related costs of approximately 2.2 mDKK, of which 0.8 mDKK is guarantors commissions and 1.4 mDKK is other transaction related costs.
  • The minimum gross proceeds are 7.6 mDKK (corresponding to 55.1% of the Issue), which is the sum of pre-subscription commitments of 0.9 mDKK (corresponding to 6.7% of the Issue) and guarantee commitments of 6.7 mDKK (48.3%).
  • Odico’s share capital before the Issue amounts to nominally 911,096.30 DKK (corresponding to 18.221.926 shares of nominally 0.05 DKK per share). Upon full subscription of the Issue, the Company’s share capital will amount to nominally 1,822,192.60 divided onto 36,443,852 shares, and upon minimum subscription, the Company’s share capital will amount to 1,412,696.95 DKK divided onto 28,253,939 shares.

2: Background and rationale

The business
In the past decade, Odico has pioneered multiple technologies and products aimed at digitizing and automating the construction industry. This journey of exploration and refinement has transitioned into a promising phase of commercial scale-up, driven by a new management and a strategic partnership model.

Odico has pinpointed six primary business sectors: three existing — Formwork, Panel Cleaning, and Wind Solutions — and three emerging business areas — Special Formwork, SmartStairs, and Carpen. The Company have already marked their presence in the industry, collaborating with key players like Aarsleff, Vinci, Arkil, Doka, PERI, Ringer, and more. These affiliations are poised to grow as the Company’s emerging business areas gear up for commercial activation. Since the close of last fiscal year, Odico has managed to secure orders from key players such as Adserballe & Knudsen, Arkil, Kaj Bech, EMR and the Femern Belt Project. Furthermore, a significant million-order from the wind turbine sector and +4 mDKK order from a Danish company in the construction industry.

The immediate goal is to achieve break-even in the first half of 2025. Proceeds from a fully subscribed Rights Issue will provide the financial stability needed to realize this ambition.

 

The use of funds
There are four primary areas Odico will focus on to reach break-even within the ongoing financial year.

  1. Investing in additional robots/production cells

The existing pipeline of Odico displays a high chance that the Company will be low in capacity to execute and deliver orders from customers. To maintain the increased level of activity and demand, Odico will allocate funds towards investment in additional robots/production cells.

   2. Expanding commercial capacity

As the customer base increases and becomes more geographically dispersed, additional commercial resources are added

   3. Supporting working capital

As Odico continues its phase of scaling up, it finds itself collaborating with some of the most significant players in the industry. Such an expansion phase often brings with it particular working capital requirements, However, with the funds of this Issue, The Company is not just looking to address these temporary financial hurdles. Instead, it aims to substantially fortify its working capital, ensuring it stands on a resilient financial foundation.

   4. Repaying short-term debt

Odico obtained short-term bridge financing of 3,0 mDKK until the announced Rights Issue and will use a part of the funds to repay this debt.

Risk factors
Investing in Odico's shares carries a financial risk. Potential investors should carefully consider various risks, including general and company-specific factors, which could negatively impact Odico's business, reputation, revenue, operations, financial position, and stock price. There may even be risks not currently known or deemed insignificant by the management that could emerge in the future.

Management is responsible for risk management, including mapping, assessment of probabilities, potential impacts as well as mitigating measures. Executive Management reports to the Board of Directors on all important matters, including risk management and findings. Although no guarantees can be given that other risks will not emerge and have negative adverse effects on the business, Management believes that the key risks can be summarized as follows:

Operational Risk: Odico's new management has introduced the Company’s partnership strategy. This approach lays the foundation for Odico's current operations and future aspirations. However, this business model comes with associated risks, especially regarding the goal to break even within the next fiscal year. By adopting a partnership-centric strategy, the Company collaborates with the market's leading players, but this could challenge its negotiation strength related to credit and delivery. As a result, the Company faces risks concerning working capital and managing customer payments.

Lead Time and Counterparty Risk: Odico’s business model is dependent on counterparties and their ability to deliver key input materials on time. If relevant counterparties fail to deliver relevant input materials Odico requires, the Company faces the risk of having to delay projects. As a result, the Company faces risks concerning the lead time for materials as well as counterparty risk.

Risk Of New Strategy: The Company has decided to transform the business and use the partnership strategy as the foundation for the business and future growth. This means that Odico is changing how revenue is generated compared to before the new strategy was implemented. As a result, the Company faces risks concerning solid development regarding the new strategy. 

Project Based Risk: Odico’s business model is primarily built on non-recurring projects. This structure imposes a risk regarding the future outlook for the Company and its financial performance, as the business model is dependent on projects running either simultaneously or in close connection with each other. As a result, the Company faces risks concerning future orderbook, timing of projects, and, as a result, risks concerning working capital.

Funding And financial risk: At the time of this announcement, The Company is in a position where the current working capital is sufficient to finance Odico’s activities for the next twelve months, taking underwriting commitments into account. At full subscription the Company will be able to execute on all planned activities, whereas a minimum subscription will allow the company to continue more limited activities. As a result, The Company faces financial risk should the Rights Issue not be fully subscribed.

3: TIMELINE

Timetable for the Issue:

  • 31 October 2023: Announcement of Right Issue
  • 2 November 2023: Last date of trading shares with Subscription Rights
  • 3 November 2023: First day of trading in Subscription Rights
  • 6 November 2023: Record Date
  • 7 November 2023: First day of Subscription Period
  • 16 November 2023: Last day of trading in Subscription Rights
  • 20 November 2023: Last day of Subscription Period
  • 23 November 2023: Announcement of result of Rights Issue
  • 27 November 2023: Registration of capital increase
  • 1 December 2023: First day of trading of New Shares

Admission to trading
The first day of trading in Subscription Rights is on 3 November 2023 at 9.00 a.m. (CET), and the last day of trading in Subscription Rights is 16 November 2023 at 5.00 p.m. (CET). The New Shares will be issued in a temporary ISIN DK0062613881, which will not be admitted to trading on Nasdaq First North Growth Market Denmark but will be registered in Euronext Securities with the temporary ISIN code DK0062613881.

After registration of the capital increase in the Danish Business Authority, which is expected to take place on 27 November 2023, the New Shares from the temporary ISIN code DK0062613881 will be merged with the existing ISIN code for the Company's existing shares (ISIN DK0061031036) in VP Securities Copenhagen on 4 December 2023. The first day of trading of the New Shares in the permanent ISIN on Nasdaq First North Growth Market Denmark is expected to be 1 December 2023.

4: DETAILED Terms and Conditions

Maximum and Minimum Offer
Existing Shareholders will receive 1 (one) Subscription Right for each 1 (one) existing share that the shareholder owns at the record date of 6 November 2023. 1 (one) Subscription Right give the holder the right to subscribe for 1 (one) New Share in Odico.

The Maximum Offer consists of 18,221,926 New Shares being issued with pre-emptive rights for Existing Shareholders at a subscription price of DKK 0.76 corresponding to gross proceeds of 13.8 mDKK and net proceeds of 11.6 mDKK after deduction of costs related to the Maximum Offer estimated at 2.2 mDKK.

The Minimum Offer consists of 10,032,013 new shares being issued at a subscription price of DKK 0.76 corresponding to gross proceeds of 7.6 mDKK and net proceeds of 5.8 mDKK after deduction of costs related to the Minimum Offer estimated at 1.8 mDKK.

Record date
The Record Date is 6 November 2023, and each shareholder holding shares on the Record Date will, for every 1 (one) existing share, receive 1 (one) Subscription Right. 1 (one) Subscription Right give the holder the right to subscribe for 1 (one) New Share in Odico.

Subscription Period
The Subscription Period commences on 7 November 2023 at 9:00 a.m. CET and closes on 20 November 2023 at 5:00 p.m. CET.

Trading and exercise of Subscription Rights
The Subscription Rights have been approved for admission to trading on Nasdaq First North Growth Market Denmark with ISIN DK0062613618 and will be traded in the ISIN code under the symbol " Odico/T-ret" from 3 November 2023 at 9:00 a.m. CET to 16 November 2023 at 5:00 p.m. CET.

Subscription with Subscription Rights
Holders of Subscription Rights wishing to subscribe for New Shares must do so through their own custodian institution or financial intermediary, in accordance with the rules of such institution. The deadline for notification of exercise depends on the holder's agreement with, and the rules and procedures of, the relevant custodian institution or other financial intermediary and may be earlier than the end of the Subscription Period. Once a holder has exercised its Subscription Rights, the exercise may not be revoked or modified. During the Subscription Rights Trading Period, holders of Subscription Rights who do not wish to exercise their Subscription Rights to subscribe for New Shares may sell their Subscription Rights on Nasdaq First North Growth Market Denmark, and a purchaser may use the acquired Subscription Rights to subscribe for New Shares. Holders wishing to sell their Subscription Rights should instruct their custodian institution or other financial intermediary accordingly. Any unused Subscription Rights (i.e., Subscription Rights that are not exercised during the Subscription Period or sold before the last day of trading) will lapse with no value, and the holder of such Subscription Rights will not be entitled to compensation.

 Subscription for remaining New Shares
The public and Existing Shareholders can subscribe for any remaining New Shares not subscribed for with support from Subscription Rights. The remaining New Share will be subscribed for on the same terms, including dates, as for those subscribing using Subscription Rights. Subscription shall be made through a subscription form, which is available on the Company's website (https://www.odico.com). The subscription form shall be filled out and submitted to the account holders' own bank according to their respective instructions.

Plan of distribution and allotment
Allocation of subscribed shares will be decided by Odico’s Board of Directors, with the following guiding principles:

  1. Pre-subscription with support of Subscription Right
  2. Public subscription with support of Subscription Right
  3. Subscription for remaining New Shares without support of Subscription Rights
  4. Guarantors called (if applicable)

Withdrawal of applications of subscription
Instructions to subscribe for New Shares with Subscription Rights or subscriptions for remaining New Shares without support of Subscription Rights are irrevocable. However, if a supplement to this announcement is published by the Company during the time for trading in pre-emptive rights and or the Subscription Period, investors shall have the right to withdraw the subscription made for New Shares within two (2) business days from publishing of such information.


Announcements of the results of the Rights Issue
The results of the Rights Issue will be communicated in a company announcement expected to be published on 23 November 2023 or as soon as possible after the Subscription Period ends.

Dilution
As per the date of this Announcement, the Company's registered share capital had a nominal value per share of DKK 0.05 and a total of 18,221,926 shares. All existing shares are issued and fully paid up, and each existing share represents 1 vote. Through the Rights Issue, the Company's share capital can increase with a maximum of DKK 911,096.30 through the issuing of a maximum of 18,221,926 New Shares. This would imply a dilution of 50 percent to Existing Shareholders who do not exercise the allocated Subscription Rights. The dilution is based on the total number of New Shares. The Company's share capital will increase by a minimum of DKK 501,600.65 through the issuing of 10,032,013 new shares. This would imply a dilution of 26% percent to Existing Shareholders who do not exercise the allocated Subscription Rights.

 5: PRECOMMITMENTS
The Company has secured the Rights Issue to 55.1% through a combination of pre-subscription and guarantee commitments as shown below:

 

Pre-commitment (DKK):

Percentage of total

Pre-Subscription commitment

 930,000

6.72%

Guarantee commitment

 6,694,338

48.34%

Total pre-commitments:

  7,624,338

55.05%

 

The Minimum Offer corresponding to 10,032,013 New Shares is a sum of pre-subscription commitments of approximately 0.9 mDKK corresponding to 1,223,682 New Shares and guarantee commitments of approximately 6.7 mDKK corresponding to 8,808,331 New Shares.

Pre-Subscription commitments
The Company has received legally binding written pre-subscription commitments from SØNDERGAARD-MAIER HOLDING ApS, Claus Henningsen and Alexander Andersen. The pre-subscription commitments amount to approximately 0.9 mDKK in cash, which corresponds to approximately 6.7 percent of the Rights Issue. 

All investors who have entered pre-subscription commitments in the Rights Issue are guaranteed a full allotment in accordance with their respective commitments. Pre-subscription commitments have not been secured through advance transaction, bank guarantee or similar. The pre-subscription commitments of approximately 0.9 mDKK are not associated with any compensation. Subscription in accordance with the pre-subscription commitments are made to the same terms as in the Issue. The full list of pre-subscribers and their subscription amounts are set out in the table below.

Pre-subscriber:

Relation:

Pre-subscription (DKK):

Part of the Issue:

SØNDERGAARD-MAIER HOLDING ApS

CTO and Co-founder

800,000

5.78%

Claus Henningsen

CFO

100,000

0.72%

Alexander Andersen

CCO

30,000

0.22%

Total:

930,000

6.72%

 

The pre-subscriber’s commitments in relation to the Rights Issue are documented in separate bilateral agreements but are not secured through advance transactions, bank guarantees or similar.

 Guarantee commitments
The Company has received legally binding written guarantee commitments for a total of approximately 6.7 mDKK, which corresponds to approximately 48.3% of the Rights Issue. Guarantee commitments are exchanged for binding subscription in the Rights Issue to the extent the Rights Issue is not subscribed for in cash by public subscription.

The guarantee commitments are divided into three brackets:

  • The bottom guarantee covers from 6.7% subscription up to 50% subscription (“Bottom Guarantee”)
  • The middle guarantee covers from 50% subscription to 70% subscription (“Middle Guarantee”)
  • The top guarantee covers from 70% subscription to 100% subscription (“Top Guarantee”)

Any called guarantee commitment, regardless of range, will be shared between all participants in the relevant committed range, pro rata. Guarantors in the Bottom Guarantee receive a cash commission of 12%. Guarantors in the Middle Guarantee receive a cash commission of 14%. Guarantors in the Top Guarantee receive a cash commission of 18%. The guarantee commissions will be paid/settled by the company. The guarantors will receive cash commission according to their respective level (Bottom Guarantee, Middle Guarantee and Top Guarantee) regardless of whether the guarantors are called or not called.

The following guarantors have made commitments:

Name:

Bracket:

Guarantee commitment (DKK):

Share of the Issue:

JSH Biotech ApS

[70% - 100%]

500,000

3.6%

John Moll

[50% - 70%]

100,000

0.7%

Johan Waldhe

[50% - 70%]

100,000

0.7%

Formue Nord Markedsneutral ApS

[6.7% - 50%]

3,000,000

21.7%

Johan Waldhe

[6.7% - 50%]

900,000

6.5%

JSH Biotech ApS

[6.7% - 50%]

800,000

5.8%

John Moll

[6.7% - 50%]

400,000

2.9%

Simon Hammarström

[6.7% - 50%]

250,000

1.8%

Stefan Lundgren

[6.7% - 50%]

244,338

1.8%

Peter Nilsson

[6.7% - 50%]

200,000

1.4%

Fredrik Åhlander

[6.7% - 50%]

100,000

0.7%

Erik Sedenberg

[6.7% - 50%]

100,000

0.7%

Total

 

6,694,338

48.3%


Guarantee commitments in connection with the Rights Issue are documented in separate bilateral agreements which are legally binding, but are not secured through advance transactions, bank guarantees or similar.

All guarantors are in an arms-length relationship with the Company, the Certified Advisor as well as the Financial Advisor. Stefan Lundgren is a non-executive partner at the Company's Financial Advisor, Gemstone Capital A/S. His involvement and knowledge about the company's affairs and general terms are identical to those of the other guarantors. All guarantors are aware that if they are also shareholders, they must also exercise their Subscription Rights to serve as guarantors.

6: SHARE CAPITAL AND OWNERSHIP STRUCTURE

Pre-subscriber

 

 

Time of announcement

The Rights Issue

Minimums subcsription

Maximum subscription

Shares

Ownership

New shares

Total shares

Ownership

New shares

Total shares

Ownership

SØNDERGAARD-MAIER HOLDING ApS

1,968,940

10.81%

1,052,631

3,021,631

10.69%

1,052,631

3,021,571

8.29%

Claus Henningsen

15,000

0.08%

131,578

146,578

0.52%

131,578

146,578

0.40%

Alexander Andersen

-

0.0%

39,473

39,478

0.14%

39,473

39,473

0.11%

Rest (about 3.800 shareholders)

16,237,986

89.1%

8,808,331

25,046,331

88.6%

16,998,244

33,236,230

91.2%

Total

18,221,926

100%

10,032,013

28,253,939

100%

18,221,926

36,443,852

100%

Note to table above: When calculating the minimum number of New Shares, the guarantors and pre-subscribers have been included. 

Change of share capital
At the assumption of a fully subscribed Rights Issue, the number of shares in the Company will increase by a maximum of 18,221,926 New Shares, from 18,221,926 shares to 36,443,852 shares and the share capital will increase by a maximum of DKK 911,096.30 from DKK 911,096.30 to DKK 1,822,192.60. This means that Existing Shareholders who choose not to participate in the Rights Issue will, if fully subscribed, experience a dilution corresponding to approximately 50%. At the assumption of minimum subscription, the number of shares in Odico will increase by 10,032,013 New Shares, from 18,221,926 shares to 28,253,939 shares corresponding to a dilution of approximately 26%, and the share capital will increase by 501,600.65 DKK from 911,096.30 DKK to 1,412,696.95 DKK.

 7: LEGAL RIGHTS AND OBLIGATIONS

General rights attached to the New Shares
The New Shares will have identical rights as the existing shares. These include voting rights, the right to receive dividends, and the right to participate in the proceeds in case of a dissolution or liquidation of the Company. Further, all shares have equal rights in the event of insolvency, liquidation, or winding up. The rights of the shareholders can only be changed in accordance with the procedures specified in the Articles of Association and the Danish Companies Act (no. 1451 of 09/11 2022).

The New Shares expected to be issued in connection with the Rights Issue are ordinary shares, and no shares of the Company carry special rights. The New Shares are negotiable instruments and there are no restrictions on negotiability. At General Meetings, each share has one vote, and each shareholder can vote for their full number of shares without limitation. The right of a shareholder to attend a general meeting and to vote is determined by the shares held by the shareholder on the record date.

Rights to dividend
The New Shares will, when fully paid up and registered with the Danish Business Authority, have the same rights as the existing shares, including with respect to eligibility for any dividends paid to shareholders of shares. Odico is a growth company and has not, since its formation, paid dividends to the shareholders. The Board of Directors intends to finance development, operations, and growth with a combination of the possible profit and, if needed, future equity issues. In the event of a dividend, all shares in the Company carry equal rights to dividends. Consequently, the New Shares from the Rights Issue are eligible for dividends as of the date of registration with the Danish Business Authority. The New Shares from the Rights Issue entitled to dividends from the date of registration with the Danish Business Authority and applicable to current and future financial years. The registration is expected to take place on 27 November 2023. Further, the right to dividends applies to investors who are registered as shareholders in Odico on the record day applicable for the distribution of dividends.

Any dividends will be paid in DKK to the shareholder's account with VP Securities. No restrictions on dividends or special procedures apply to shareholders of shares who are not residing in Denmark. Dividend withholding tax may be withheld by the Company in accordance with applicable Danish law.

Dividends that have not been claimed by shareholders within three (3) years from the time they are payable will, in accordance with applicable Danish law, be forfeited and will accrue to the Company. Odico has a no-dividends policy, and no dividends are planned.

Pre-emptive Subscription Rights
Under Danish law, the shareholders generally have pre-emptive Subscription Rights if the general meeting of the Company resolves to increase the share capital by cash payment. However, the pre-emptive Subscription Rights of the shareholders are subject to exceptions due to authorizations granted by the general meeting.

8: OTHER INFORMATION

Compliance
Any holders of Subscription Rights that exercise any of their Subscription Rights shall be deemed to have represented that they have complied with all applicable laws. Custodian banks exercising Subscription Rights on behalf of beneficial holders shall be deemed to have represented that they have complied with the Issue procedures set forth in this Announcement. Upon expiry of the Subscription Period, any Subscription Rights not exercised will lapse without value, and the holders of lapsed Subscription Rights will not be entitled to any compensation.

Every investor should be aware that their respective bank/financial institute may classify subscription of shares as a complex product and may, therefore, request information from the investor before subscription can be carried out.

Legal regulations
The New Shares are issued according to the Danish Companies Act (no. 1451 of 09/11 2022) and the Company’s Articles of Association as of the date of this Announcement. Odico is, moreover, subject to general Danish legislation, including Regulation (EU) 2017/1129 and the Danish Act on Capital Markets (no. 41 of 13/01/2023). Due to its listing on Nasdaq First North Growth Market Denmark, a multilateral trading facility platform, Odico is bound to the obligations set out in the applicable Nasdaq First North Growth Market regulations. Companies admitted to trading on Nasdaq First North Growth Market are subject to the European Parliament and the Council Regulation (EU) No 596/2014 on Market Abuse Regulation (MAR), which contains regulation on information obligations and a prohibition on market abuse. Such obligations include but are not limited to complying with disclosure and information requirements in the Danish Securities market.

Tax considerations
An investment in the Issue may result in tax consequences for the investor. Odico is a Danish registered company that has unlimited tax liability in Denmark. The Company’s New Shares will be traded on Nasdaq First North Growth Market Denmark, a multilateral trading facility (MTF), and the shares in Odico are therefore covered by the Danish tax rules for listed shares. The tax legislation in the investor’s jurisdiction may have an effect on any income received from the Issue described in this Announcement. Taxation of any dividend, as well as capital gains tax and rules regarding capital losses on sale of securities, depends on the individual investors’ specific situation. Shareholders may need to consult their own accountant or tax adviser for a closer assessment of tax consequences, including applicability and effect of foreign tax rules and tax treaties when a shareholder being in Odico.

Withdrawal and delay of the Issue
The Company is not allowed to withdraw the Issue. However, it may delay or suspend the Rights Issue if the registration of the New Shares is refused by the Danish Business Authority. Any delay of the Rights Issue will be announced immediately via Nasdaq First North Growth Market Denmark. The Company is not authorized to close the Offer on an earlier date than the last subscription date.

Conflicts of interest
Baker Tilly Corporate Finance P/S (“Baker Tilly”) is the Certified Adviser, Gemstone Capital A/S ("Gemstone") is the financial adviser, Danders & More Advokatpartnerselskab is the legal advisor (“Danders & More”), Nordic Issuing AB (“Nordic Issuing”) is the issuing agent as well as the settlement agent to Odico in connection with the Rights Issue. These parties receive a pre-agreed remuneration for services in connection with the Offer and Gemstone is shareholder through ownership of 11,916 shares.

Miscellaneous
Odico has not been a party to any legal, arbitration or governmental proceedings (including pending cases or such that the Company is aware may arise) during a period covering at least the previous 12 months that have had or could have significant effects on the Company's financial position or profitability. Nor has the Company been informed of claims that could lead to Odico becoming a party to such a process or arbitration. There are no arrangements known to Odico (the “Issuer”) which may, at a subsequent date, result in or prevent a change in control of the Issuer. No provisions in Odico articles of association, statutes, charter, or bylaws have an effect of delaying, deferring, or preventing a change in control of the Issuer.

Name and registered office
Odico A/S (CVR no. 32306497) is domiciled in Odense Municipality, and the Company’s head office is located at Oslogade 1, DK-5000 Odense C, Denmark.

Group relations
The Company’s share capital is fully paid up. The Company is registered in the Central Business Register with CVR no. 32306497 and is subject to Danish law.

Key people and advisers

The Company’s Board of Directors:

Søren Ravn Jensen (Chairman BoD), Marlene Haugaard (Member BoD), Bjarke Ruse Sejersen (Member BoD).

The Company’s Management:

Henrik Jacobsen (CEO), Claus Henningsen (CFO), Asbjørn Søndergaard (CTO) Alexander Andersen ( CCO)

Financial Adviser:
Gemstone Capital A/S
Strandvejen 60,
DK-2900 Hellerup
Denmark

Issuing Agent and Settlement Agent:
Nordic Issuing AB
Stortorget 3
SWE-211 22 Malmö
Sweden

Certified Adviser:
Baker Tilly Corporate Finance P/S
Poul Bundgaards Vej 11,
DK-2500 Valby
Denmark

 Legal Adviser:
Danders & More Advokatpartnerselskab
Frederiksgade 17,
DK-1265 København K
Denmark

For further information about Odico, please contact:
Henrik Jacobsen
CEO, Odico A/S
henrik.jacobsen@odico.dk
+45 3015 2229

For further information about the Issue, please contact:
Sadjad Hassani
Associate, Gemstone Capital A/S
sh@gemstonecapital.com
+45 2758 5929

About Odico A/S

Odico A/S utilizes cutting-edge robotic solutions to increase efficiency and precision in the construction industry. Odico's state-of-the-art robotics technology automates traditionally labor-intensive tasks, leading to significantly increased productivity and cost savings. 

With a focus on reducing material waste and CO2 emissions, Odico is leading the way in digital manufacturing and scalable robotic solutions, shaping the future of the industry through innovation. 

Odico A/S prides itself on being at the forefront of innovation for a sustainable future.

Read more about Odico and see case examples at www.odico.dk

Attachments