OmniCar Holding AB has resolved on a directed set-off issue of shares to Recall Capital Nordic AB

The board of directors of OmniCar Holding AB (the “Company” or “OmniCar”) has resolved, in accordance with the issue authorisation from the annual general meeting on June 16, 2023, on a directed set-off issue of total 1,728,000 shares at a price of approximately SEK 2.50 per share (the “Set-off Issue”). The Set-off Issue is carried out to settle a loan agreement with Recall Capital Nordic AB (the “Investor”) amounting to a total of SEK 4,313,000. All the issued shares are subscribed and allocated to the Investor and payment will be made by set-off of the Investors claim.

OmniCar entered into a loan agreement with the Investor in September 2019 (the “Loan Agreement”). The loan amount was based on a number of shares that the Investor held in the Company which was intended to be sold on the market and the cash for the shares was immediately to be lent by the Investor to the Company. OmniCar is entitled to repay the loan amount under the Loan Agreement either in cash or by a set-off issue of shares in the Company.

The board of directors of OmniCar has resolved to settle the Loan Agreement with the Investor by way of the Set-off Issue. The Company will accordingly issue a maximum of 1,728,000 shares, with deviation from preferential rights for the Company's existing shareholders. All the issued shares are subscribed and allocated to the Investor. The subscription price amounts to approximately SEK 2.50 per share, i.e. a total of SEK 4,313,000, meaning that the total loan amount under the Loan Agreement is settled by set-off against shares in the Company. The basis for the subscription price is a condition between the parties under the Loan Agreement.

Through the Set-off Issue, the Company’s share capital will increase by SEK 172,800, from SEK 25,283,007.50 to SEK 25,455,807.50, through the issue of 1,728,000 new shares, entailing that the total number of outstanding shares will increase from 252,830,075 shares to 254,558,075 shares. The Set-off Issue will entail a dilution of approximately 0.68 percent for existing shareholders based on the total number of outstanding shares and votes in the Company following the Set-off Issue.

The reason for the Set-off Issue and the deviation from the shareholders’ preferential rights are as follows. After careful consideration, the Company has decided to carry out a directed issue of shares without preferential rights for existing shareholders and settle the Loan Agreement by way of set-off. This decision is based on the board of directors’ assessment that a rights issue would entail significant risks for the Company and potentially also for the shareholders. After comparing a rights issue with a directed issue without preferential rights, the board of directors has drawn the following conclusions regarding a rights issue: (i) a rights issue would extend the execution time and increase exposure to market risk compared to a directed issue of shares, (ii) the capital requirement is relatively limited and that the costs of a rights issue would be significantly higher in relation to the capital raised, and (iii) a rights issue would require significant guarantees from one or more parties, which would be time-consuming given the current volatility in the market as well as entail significant costs and/or additional dilution, depending on the type of compensation provided for such guarantees. In addition to the above, the shares are issued at a significant premium to the current share price. Based on the above, the board of directors believe that the directed issue without preferential rights will quickly strengthen the Company’s financial position at a low cost and thus enable continued growth and success, which benefits all shareholders. In light of this, the board of directors has determined that a directed issue of shares without preferential rights is the most advantageous alternative for the Company and best for all shareholders. The board of directors considers that the reasons for deviating from the shareholders’ preferential rights, as mentioned above, outweigh the main rule that cash issues shall be offered with preferential rights for the shareholders.

This information is information that Omnicar Holding AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, on September 4, 2023, at 8:00pm CEST.

For more information, please contact

Mikkel K. Christensen
Chief Executive Officer
OmniCar Holding AB 
[email protected]