Mekonomen Group invests 19 MSEK in Omnicar while the management of Omnicar undertakes to invest an additional 6 MSEK – Mekonomen’s ownership will amount to 20.5% after the two share issues

Omnicar Holding AB (‘’Omnicar’’ or the ‘’Company’’) is pleased to announce that Mekonomen Group (Mekonomen) has agreed to subscribe for shares for a total of 19 MSEK in a private placement, at a share price of 1.38 SEK per share, which represents a premium of app. 3% in relation to the closing price on 9 March 2022 and app. 8% in relation to the average share price during the last 30 trading days. In addition, the board of directors and the executive management of Omnicar have agreed to subscribe for shares for a total of 6 MSEK on the same terms as Mekonomen in a private placement, which is to be proposed to the shareholders at an extraordinary general meeting in the Company. Mekonomen will after the directed share issues be the owner of 20.5% of the shares in the Company which makes Mekonomen the biggest shareholder of Omnicar.

 

Mekonomen’s investment in Omnicar

It is with great pride that the Company can present Mekonomen as its largest shareholder.

During the time of operations, the Company has had a very close relationship with Mekonomen. This relationship will through Mekonomen’s investment in the Company be strengthened and broadened.

The success of OmniCarService (OCS) during 2021 shows that the Company’s disruptive approach has been embraced by Danish car owners, who have praised and given OCS a 5-star rating since its inception. OCS has a strong brand with a strong competitive advantage in its market and has enjoyed great momentum during 2021. The Company will now build on this current momentum and accelerate the growth of OCS with support from Mekonomen.

Mikkel Christensen, CEO of Omnicar, comments: “With Mekonomen as the largest shareholder, we now have a strong financial partner and access to a comprehensive infrastructure in Scandinavia. This will fuel and fast track our expansion in the coming years.”

Claus T. Hansen, Chairman, and founder of Omnicar, comments: “Today is a great day for Omnicar, our shareholders and our customers. We now stand stronger than ever with Mekonomen and will be able to influence the market for car service and car sales in the coming years.”

The board of directors of Omnicar has resolved on the private placement pursuant to the authorization to issue shares granted to it by the extraordinary general meeting in the Company held on 28 december 2021. A total of 13,768,115 shares will be issued to Mekonomen at a subscription price of 1.38 SEK per share against cash payment, which will increase the share capital of the Company with 1,376,811.5 SEK, resulting in a dilutive effect of app. 21.8%. After the investment the share capital of the Company will be 6,293,504.40 SEK and the total number of shares will be 62,935,044.

The subscription price has been determined through negotiations between Omnicar and Mekonomen and represents a premium of app. 3% in relation to the closing price on 9 March 2022 and app. 8% in relation to the average share price during the last 30 trading days, why it is the board of directors’ assessment that the subscription price reflects the current market value. The proceeds from the private placement will mainly be used to finance the expansion of OCS. The reason for the deviation from the shareholders' preferential rights is to raise capital in a time and cost-efficient manner as well as to include an industrial investor among the shareholders of the Company.

The private placement to the management of Omnicar

In connection with Mekonomen’s investment in Omnicar, the board of directors and executive management of the Company have undertaken to invest 6 MSEK in the Company by subscription of 4,350,000 newly issued shares on the same terms as Mekonomen, i.e. at a subscription price of 1.38 SEK per share.

As this private placement falls under the provisions in Chapter 16 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551), a valid resolution requires that it is approved by at least nine-tenths of the votes cast as well as of all shares represented at a general meeting of the Company. A notice for the general meeting which is to decide on this private placement will be announced in the near future.

Through this private placement up to 4,350,000 shares may be issued to the board of directors and executive management of Omnicar with the following allocation:

• Claus T. Hansen – 200,000 shares
• Mikkel Christensen – 500,000 shares
• Kevin Magnussen – 1,500,000 shares (of which payment for 900,000 shares will be made by set-off)
• Mads Kjær – 1,550,000 shares
• Andreas Klainguti – 600,000 shares

This private placement is proposed to be made with deviation from the shareholders’ preferential rights to enable the management of the Company to commit and manifest its support for the Company as required by Mekonomen as well as to strengthen the Company’s financial position in a fast and cost-effective timeframe. The subscription price  is the same as in the private placement to Mekonomen, and hence is deemed to reflect the current market value. The proceeds from the private placement will mainly be used to finance the expansion of OCS.

Through this private placement, a total of 4,350,000 shares may be issued at a subscription price of 1.38 SEK per share, which will increase the share capital of the Company with 435,000 SEK, resulting in a dilutive effect of app. 6.46%.

For more information about Omnicar, please contact:

Claus T. Hansen, Chairman of the Board, Omnicar Holding AB

Email: [email protected]

About Mekonomen Group:

Mekonomen Group consists of the leading automotive spare-parts chains in the northern Europe, with proprietary wholesale operations, over 460 stores and 3,400 workshops operating under the Group brands: FTZ, Inter-Team, MECA, Mekonomen and Sørensen og Balchen.

This disclosure contains information that Omnicar is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 10 March 2022.