The board of directors of OmniCar Holding AB resolves on a rights issue of approximately MSEK 20, guaranteed to approximately 88 percent
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.
The board of directors of OmniCar Holding AB (“OmniCar”) or the “Company”) has resolved, based on authorisation from the general meeting, to carry out an issue of shares of a maximum of approximately MSEK 20 with preferential rights for existing shareholders (“the Rights Issue”). Those who are registered as shareholders of OmniCar on the record date, June 19, 2023, will receive seven (7) subscription rights for each share held in OmniCar. The subscription rights entitle the holder to subscribe for new shares in the Rights Issue, with four (4) subscription rights entitling the holder to one (1) new share in OmniCar. The subscription price amounts to SEK 0.12 per share. The Rights Issue aims to enable the expansion of OmnicarService, and to support further growth and development of the Company’s operations and the Company’s goals of profitability. The Rights Issue is secured to approximately 88 percent through subscription undertakings and guaranteecommitments.
The Rights Issue in summary:
- New issue of a maximum of 166,863,656 shares with preferential rights for the Company's existing shareholders.
- The subscription price amounts to SEK 0.12 per share, which, assuming that the Rights Issue is fully subscribed, results in the Company receiving approximately MSEK 20 before deduction of issue costs.
- For each existing share held in the Company on the record date June 19, 2023, seven (7) subscription rights are obtained. Four (4) subscription rights entitle to subscription of one (1) share during the period June 21 – July 5, 2023.
- Trading in subscription rights is expected to take place between 21 June 2023 and 30 June 2023.
- Major shareholders (including certain board members of the Company) have expressed their support for the Rights Issue through subscription undertakings to subscribe amounting to approximately MSEK 8.9, corresponding to approximately 44.5 percent of the Rights Issue. Furthermore, the Company has entered into guarantee commitment with major shareholders and board members of approximately MSEK 8.7, corresponding to approximately 43.5 percent of the Rights Issue. The subscription undertaking and the guarantee commitment with MEKO Services AB, currently holding 29.41 percent of the shares of the Company, are conditional upon MEKO Services AB being granted exemption from the mandatory bid obligation from the Swedish Securities Council (Sw. Aktiemarknadsnämnden). The Rights Issue is thus secured to approximately 88 percent. The subscription undertakings and guarantee commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements.
Background and reasons
OmniCar has undergone a transformative journey over the past six months, shifting its focus entirely towards realizing the full potential of its operation, OmnicarService – the Mobile Car Service Fleet. As previously communicated in February 2023, the Company's plan for 2023 revolves around four strategic business areas: "Operation Optimization," "B2B Partnerships," "Customer Success," and "Clear Value Proposition." These areas collectively aim to enhance operational efficiency and bolster the Company's chances of success. The Company is already making significant progress in implementing these initiatives and anticipate noteworthy improvements on a quarterly basis even though the turnover is not advancing as swiftly as initially anticipated.
Based on the overall good results in the Company’s transformation journey the board of directors has decided to acquire additional funding to secure the path towards profitability and prepare OmniCar for expansion.
Assuming the Rights Issue is fully subscribed, the Company expects to generate approximately SEK 20 million in issue proceeds, before deducting issue costs.
Mikkel K. Christensen, CEO of OmniCar Holding AB, stated:
"We provide a unique service with high customer satisfaction, 4.9 out of 5. By working smarter with a high degree of digitalization we will create a profitable business and continue to give our customers a convenient car life. I look forward continuing delivering on our strategy enabling profitability and expansion possibilities”
Petra Bendelin, Chairman of the board of OmniCar Holding AB, added:
"The strategy is solid, and the customers embrace the services offered by OmniCar. I am pleased with the decision to conduct the right issue as we are providing all existing investors with the opportunity to participate on equal terms. I am particularly delighted by the commitment demonstrated by larger shareholders, my fellow board members, and the CEO, as they have confirmed their participation in the issue. This not only secures approximately 88 % of the total amount but, more importantly, reflects their trust in the company."
Prior to the commencement of the registration period, the Company will organize a Q&A session where investors can seek clarification and obtain answers to any questions they may have.
Preliminary timetable for the Rights Issue
| June 15 2023 | Last day of trading including the right to subscription rights |
| June 16 2023 | First day of trading excluding the right to subscription rights |
| June 19 2023 | Record date to participate in the Rights Issue |
| June 20 2023 | Preliminary date for publication of issue memorandum |
| June 21 – July 5 2023 | Subscription period for the Rights Issue |
| June 21 2023 | First day of trading in subscription rights and BTA |
| June 30 2023 | Last day of trading in subscription rights |
| July 7 2023 | Estimated day for publication of the outcome of the Rights Issue |
Summary of the Rights Issue
The right to subscribe for shares is granted with preferential rights to the Company's shareholders. For each existing share held in the Company on the record date June 19, 2023, seven (7) subscription rights are obtained. Four (4) subscription rights entitle to subscription of one (1) share during the period June 21 – July 5 2023. The subscription price for one (1) share is SEK 0.12.
In cases where all shares are not subscribed for with preferential rights (i.e. with the support of subscription rights), the board of directors shall, within the framework of the highest amount of the issue, decide on allotment of shares subscribed for without subscription rights, whereby allotment shall primarily be made to those who have also subscribed for shares with subscription rights and, in the event that these cannot receive full allotment, allotment shall be made in proportion to their subscription by subscription rights and, if this is not possible, by drawing lots, and allotment in the alternative shall be made to others who have subscribed for shares in the issue without the support of subscription rights and, in the event that they cannot receive full allotment, allotment shall be made in proportion to the number of shares subscribed for by each and, if this is not possible, by drawing lots, and ultimately to guarantors in accordance with guarantee contracts.
Upon full subscription in the Rights Issue, the Company will receive approximately MSEK 20 before issue costs.
The complete terms and conditions for the Rights Issue and information about OmniCar will be presented in the issue memorandum regarding the Rights Issue that will be published on or around June 20, 2023, and will be available on OmniCars website, www.omnicarinvestor.com.
Shares and share capital
Through the Rights Issue, the share capital may increase by a maximum of SEK 16,686,365.6 from SEK 9,535,066.1 to a maximum of SEK 26,221,431.70 and the number of shares by a maximum of 166,863,656 shares from 95,350,661 shares to a maximum of 262,214,317 shares. The dilution amounts to approximately 63,6 percent if the Rights Issue is fully subscribed.
Subscription undertakings and guarantee commitments
The Rights Issue is secured to approximately 88 percent, corresponding to approximately MSEK 17.6, through subscription undertakings and guarantee commitments, according to following.
Subscription undertakings
| Name | Percentage of Shares in the Company | Subscription of shares (pro-rata) in the Rights Issue | Approximately amount in the Rights Issue |
| MEKO Services AB | 29.41 % | 49,066,687 | MSEK 5.888 |
| Burgeon ApS | 9.65 % | 16,099,999 | MSEK 1.932 |
| The way forward ApS | 2.25 % | 3,755,475 | MSEK 0.450 |
| Twenty Holding ApS | 1.57 % | 2,624,999 | MSEK 0.315 |
| Kevin Magnussen | 1.02 % | 1,701,094 | MSEK 0.204 |
| Mikkel Kofod Christensen | 0.62 % | 1,039,494 | MSEK 0.124 |
| IN TOTAL | 44,52 % | 74,287,748 | MSEK 8.9 |
Guarantee commitments
| Name | Amount |
| MEKO Services AB | MSEK 6.5 |
| The way forward ApS | MSEK 2.2 |
| IN TOTAL | MSEK 8.7 |
The subscription undertaking and guarantee commitment with MEKO Services AB, currently holding 29.41 percent of the shares of the Company, are conditional upon MEKO Services AB being granted exemption from the mandatory bid obligation from the Swedish Securities Council (Sw. Aktiemarknadsnämnden). The subscription undertakings and the guarantee commitments has been entered into without consideration.
Subscription undertakings and guarantee commitments entered into are not secured by bank guarantee, blocking funds, pledging or similar arrangements. More detailed information about the subscription undertakings and the guarantee commitments will be included in the issue memorandum intended to be published on June 20, 2023, see above.
Advisors
Advokatfirman Lindahl KB acts as legal advisor to OmniCar in connection with the Rights Issue.
For more information, please contact
Mikkel K. Christenssen, CEO, OmniCar Holding AB
This information is information that OmniCar is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on May 16, 2023, 9pm CEST.
About OmniCar
OmniCar is a purpose-driven impact company active in the automotive industry. OmniCar provides a convenient, affordable, and more transparent way of getting your car serviced and repaired by offering the service though our mobile workshops at a time- and place, which suits you the best.
OmniCar is a data driven technology company facilitating an end-to-end platform, which offers customers a unique way of ordering their next service as well as managing our fleet of mobile workshops including mechanics. We have established a position as the largest mobile workshop operator within the Nordics and with outstanding customer ratings of 4,9 of 5. With thousands of positive customer visits already completed, OmniCar aims to grow its business and fulfill its vision of becoming a convenient car partner for customers throughout Europe.
For more information, please visit www.omnicarinvestor.com
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 memorandums, 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 OmniCar Holding AB. Any offer in respect of any of the Securities will only be made through the issue memorandum that OmniCar Holding AB expects to publish in due course. 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 OmniCar Holding AB 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 OmniCar Holding AB’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 OmniCar Holding AB’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, OmniCar Holding AB’s 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.