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Company Announcement no. 91 – 2021
Copenhagen, September 3rd, 2021
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
This announcement does not constitute a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein shall be construed as an offering of securities. No one should purchase or subscribe for any securities in GreenMobility A/S except on the basis of information in the prospectus (the “Prospectus”) published by GreenMobility A/S in connection with the rights issue and admission of new shares to trading and official listing on Nasdaq Copenhagen A/S. Copies of the Prospectus are available at the Company’s registered office and, subject to certain exceptions, through the website of the Company.
GreenMobility A/S publishes prospectus and launches a guaranteed and committed rights issue to raise DKK 147 million in new capital
Today, GreenMobility A/S (”GreenMobility” or the “Company”) is present with 950 electric vehicles in eight cities across five countries. GreenMobility’s business is based on a strong operation including a lowered cost base, and GreenMobility has reached operational profitability in Copenhagen. GreenMobility’s defined 2025 aspirations of being in 35 cities with +10,000 electric vehicles by 2025 remain unchanged.
With this rights issue, GreenMobility will capitalize the Company for its growth plan with a longer financial run rate, which is expected to fund the Company into early 2023, depending on acceleration of city launches.
GreenMobility A/S today announces that its board of directors (the “Board of Directors”) has resolved to initiate a rights issue with pre-emptive subscription rights (the “Pre-emptive Rights”) for the Company’s existing shareholders (the “Existing Shareholders”) allowing for subscription of up to 1,474,025 new shares with a nominal value of DKK 0.40 each (the “New Shares”) at a subscription price of DKK 100 per New Share (the “Subscription Price”) (the “Offering”).
“With this rights issue we will capitalize GreenMobility to ensure we can take the next big steps in our growth plan. Therefore, it has been a key driver for us to ensure a fully guaranteed and committed rights issue, so we will have the funding in place to achieve this. At the same time I am really proud of the support we have received from both our existing strong Danish investors AkademikerPension, LD, Arbejdernes Landsbank and others, but also the guarantors like BankInvest who ensure we will reach our target proceeds” says Thomas Heltborg Juul, CEO of GreenMobility A/S.
The Offering is fully guaranteed and committed meaning that the Company has received advanced pre-subscription commitments (“Pre-Subscription Commitments”) from Existing Shareholders including among others Aktieselskabet Arbejdernes Landsbank, Kapitalforeningen MP Invest (AkademikerPension) (as managed by MP Investment Management A/S “MPIM”), Kapitalforeningen LD (as managed by MPIM) as well as certain members of the Company’s Board of Directors and Executive Management that wish to exercise their Pre-emptive Rights to subscribe for New Shares, and also guarantee commitments (“Guarantee Commitments”) from funds managed by BankInvest, Kapitalforeningen LD (as managed by MPIM) and Kapitalforeningen MP Invest (AkademikerPension) (as managed by MPIM), NIWA Holding A/S and Aktieselskabet Arbejdernes Landsbank who act as guarantors and thus have guaranteed to subscribe for any Remaining Shares (as defined below) not subscribed for by exercise of Pre-emptive Rights, which together correspond to the maximum amount of New Shares expected to be issued as part of the Offering, raising gross proceeds of DKK 147.4 million.
The Offering is made at a subscription ratio of 2:1, meaning that each of the Company’s Existing Shareholders (registered as a shareholder with VP Securities on 8 September 2021 at 5:59 pm CET) will be allocated one (1) Pre-emptive Right per existing share held, and that two (2) Pre-emptive Rights are required to subscribe for one (1) New Share at the Subscription Price of DKK 100 per New Share. The Prospectus regarding the Offering is, subject to certain restrictions, available at the Company’s website: www.greenmobility.com/investors/.
Reason for the Offering and use of proceeds.
The Offering is expected to raise gross proceeds to the Company of DKK 147.4 million with net proceeds expected to be DKK 141.3 million after deduction of costs and expenses payable by the Company in relation to the Offering.
The Company expects to apply net proceeds from the Offering for the following purposes and with the following expected distribution and priority:
Funding of expansion to new cities
Funding of operating existing cities which are not yet profitable
Development costs including relating to headquarters
Partial payment on new cars (majority financed)
Other / general working capital purposes
As such, the net proceeds from the Offering will primarily be used for expansion into new markets as well as funding the existing cities that are not yet profitable. Generally, the Company contemplates to continuously seek growth opportunities and raise additional capital to pursue such opportunities where additional financing is needed as the Company prioritizes growth and expanding to new cities. The Company’s belief and strategy is that growth creates volume which in turn creates profit.
With the proceeds from the contemplated Offering, the Company intends to ensure sufficient funding to focus on its growth plan. At the same time, the Company expects to ensure a longer financial run rate, which is expected to fund the Company into early 2023, depending on acceleration of city launches.
The Company will likely seek to raise further capital within a few years in order to accelerate its international expansion and growth.
Main terms and conditions of the Offering
Below is a summary of the main terms of the Offering. Reference is made to the Prospectus for a detailed description of the main terms.
The Offering comprises up to 1,474,025 New Shares of nominally DKK 0.40 each with Pre-emptive Rights for the Existing Shareholders of the Company (registered with VP Securities on 8 September at 5:59 pm CET).
Advance pre-subscription commitments and guarantee undertakings
The Offering is fully guaranteed and committed pursuant to the Pre-Subscription Commitments and Guarantee Commitments from existing shareholders and new investors as guarantors for any Remaining Shares not subscribed for by holders of Pre-emptive Rights. On the terms and conditions of the Pre-Subscription Commitments and Guarantee Commitments, the Company has obtained commitments that all New Shares will be subscribed for corresponding to aggregate gross proceeds of DKK 147.4 million.
The New Shares are offered at a Subscription Price of DKK 100 per New Share.
Subscription ratio and allocation of Pre-emptive Rights
The Offering is being made at a ratio of 2:1, meaning that Existing Shareholders registered as such with VP Securities A/S on 8 September 2021 at 5:59 p.m. CET will be allocated one (1) Pre-emptive Right per existing share and that two (2) Pre-emptive Rights will be required to subscribe for one (1) New Share at the Subscription Price of DKK 100 per New Share.
Trading in Pre-emptive Rights
The Pre-emptive Rights can be traded on Nasdaq Copenhagen A/S under the temporary ISIN code DK0061672847 during the period from 7 September 2021 at 9:00 a.m. CET to 20 September 2021 at 5:00 p.m. CET.
The subscription period for the New Shares commences on 9 September 2021 at 9:00 a.m. CET and closes on 22 September 2021 at 5:00 p.m. CET. Any of the Pre-emptive Rights not exercised during this subscription period will lapse with no value, and the holder of such Pre-emptive Rights will not be entitled to any compensation. Once a holder has exercised the Pre-emptive Rights by subscribing for New Shares, such subscription cannot be withdrawn or modified by the holder.
The New Shares
The Board of Directors has resolved to increase the Company’s share capital by exercising the authorization in article 3.1 of the Company’s Articles of Association to issue shares with pre-emptive subscription rights for the Company’s Existing Shareholders. The New Shares will, once duly registered with the Danish Business Authority, rank pari passu with and carry the same rights as the Company’s existing shares.
After payment of the aggregate Subscription Price, the New Shares will be issued under the temporary ISIN code, DK0061672920. The temporary ISIN code for the New Shares will not be admitted to trading and official listing on Nasdaq Copenhagen A/S. The temporary ISIN code is, thus, registered in VP Securities A/S solely for the subscription of New Shares. The temporary ISIN code will be merged with the permanent ISIN code for the Company’s existing shares, DK0060817898, as soon as possible after registration of the capital increase with the Danish Business Authority (expectedly on 1 October 2021). The New Shares will be admitted to trading and official listing on Nasdaq Copenhagen A/S under the same ISIN code as the Company’s existing shares with the expected first day of trading and official listing being 30 September 2021.
Upon exercise of the Pre-emptive Rights, the holder must pay DKK 100 per New Share subscribed for. Payment of the New Shares shall be made in Danish kroner (DKK) on the date of subscription, however, no later than on 22 September 2021 at 5:00 p.m. CET, against delivery of the New Shares in the investor's account with VP Securities under the temporary ISIN code DK0061672920. Holders of Pre-emptive Rights are required to adhere to the account agreement with their own custodian institution or other financial intermediary through which they hold existing shares in accordance with the rules of such institution or intermediary.
Completion and withdrawal of the Offering
Completion of the Offering is conditional upon the Offering not being withdrawn by the Company. The Offering may be withdrawn by the Company at any time prior to registration of the capital increase relating to the Offering with the Danish Business Authority. Any such withdrawal will be notified via Nasdaq Copenhagen A/S.
If the Offering is not completed or is withdrawn, any exercise of Pre-emptive Rights that has already taken place will be cancelled automatically. The subscription amount paid will be refunded (less any transaction costs) to the last registered owner of the New Shares as of the date of such withdrawal. All unexercised Pre-emptive Rights will lapse, and no New Shares will be issued.
Trades of Pre-emptive Rights executed during the rights trading period will not be affected. Consequently, investors who have acquired Pre-emptive Rights will incur a loss corresponding to the purchase price and any related transaction costs.
The Company is not liable for any losses that investors may suffer as a result of withdrawal of the Offering including but not limited to, any transaction costs or lost interest.
Minimum and maximum subscription amount
The minimum number of New Shares that a holder of Pre-emptive Rights may subscribe will be one (1) New Share, requiring the exercise of two (2) Pre-emptive Rights and the payment of the Subscription Price. The number of New Shares that a holder of Pre-emptive Rights may subscribe for is not capped. However, the number that a shareholder has the right to subscribe for is limited to the number of New Shares that may be subscribed for through the exercise of the Pre-emptive Rights held or acquired.
New Shares that have not been subscribed for by holders of Pre-emptive Rights before the expiry of the Subscription Period (“Remaining Shares”) may, without compensation to the holders of unexercised Pre-emptive Rights, be subscribed for by other Existing Shareholders, investors in Denmark and/or investors satisfying applicable exemptions in Article 1(4) of the Prospectus Regulation, such as qualified investors, who have made binding undertakings to subscribe for the Remaining Shares by entering into pre-subscription commitments and/or guarantee commitments or by use of the application form contained in the Prospectus before the expiry of the subscription period.
In case of oversubscription of the Remaining Shares in connection with binding undertakings, such Remaining Shares will be allocated according to allocation keys determined by the Company’s Board of Directors.
Payment for and delivery of New Shares
Holders of Pre-emptive Rights must, upon exercise of such Pre-emptive Rights, pay DKK 100 per New Share subscribed for to the Company (free and clear of any deductions, fees, charges, etc.). Payment for the New Shares shall be made in Danish kroner on the date of the subscription and in no event later than 22 September 2021.
There is no pre-allotment of New Shares.
Expected timetable of principal events
The timetable for main events relating to the rights issue is as follows:
Publication of Prospectus
3 September 2021
Last trading day in Existing Shares including Pre-emptive Rights
6 September 2021 5:00 p.m. CET
First day of trading in Existing Shares excluding Pre-emptive Rights
7 September 2021
Rights Trading Period commences
7 September 2021 at 9:00 a.m. CET
Allocation Time of Pre-emptive Rights
8 September 2021 at 5:59 p.m. CET
Subscription Period for New Shares commences
9 September 2021 at 9:00 a.m. CET
Rights Trading Period closes
20 September 2021 at 5:00 p.m. CET
Subscription Period for the New Shares closes
22 September 2021 at 5:00 p.m. CET
Expected publication of result of the Offering
27 September 2021
Allocation of New Shares not subscribed for by Existing Shareholders (the Remaining Shares)
27 September 2021
Completion of the Offering, including settlement of the Remaining Shares
29 September 2021
Registration of the share capital increase regarding the New Shares with the Danish Business Authority
29 September 2021
First day of trading and official listing of the New Shares on Nasdaq Copenhagen under the ISIN code of the Existing Shares
30 September 2021
Aktieselskabet Arbejdernes Landsbank acts as settlement agent in connection with the Offering.
Gorrissen Federspiel acts as legal advisor to the Company.
Following publication, the Prospectus containing detailed information on GreenMobility and the Offering will, subject to certain restrictions, be available at the Company’s website: www.greenmobility.com/investors/. Apart from information that is incorporated in the Prospectus by reference, the contents of the website of GreenMobility do not form part of the Prospectus.
Contact and further information
Anders Wall, COO & Deputy CEO, Head of IR & ESG, +45 25 40 30 20, e-mail: email@example.com
GreenMobility offers modern urbanites easy, flexible, and sustainable transport in the form of electric shared city cars (EVs). Users have access to these cars via the GreenMobility app. Trips are paid per minute, through minute packages, on a daily basis or through a subscription. Today, GreenMobility operates a total of 950 EVs in Copenhagen, Aarhus, Malmö, Gothenburg, Antwerp, Gent, Brussels and Helsinki. More than 130,000 people are registered as customers at GreenMobility.
Driven by global megatrends, GreenMobility sees a rapidly growing market for carsharing in large cities that demand green transport for their citizens and aim to reduce the number of private cars. GreenMobility’s ambition is to be among the leading global operators of green shared mobility solutions. GreenMobility is publicly listed for trading on the Nasdaq Main Market Copenhagen in Denmark.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “aspirations”, “believe”, “expect”, “anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions, as well as other statements regarding future events or prospects. Specifically, this announcement includes information with respect to projections, estimates and targets that also constitute forward-looking statements. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations, projections, estimates and targets expressed or implied in this announcement by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. GreenMobility A/S expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.
This announcement does not constitute a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in GreenMobility A/S (the “Company”), except on the basis of information in the prospectus published by the Company in connection with the rights issue and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the prospectus is available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and this announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”). This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of GreenMobility A/S have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make any offering of the securities in the United States.
In any member state of the European Economic Area (“EEA Member State”), other than Denmark, this announcement is only addressed to, and is only directed at, investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of Regulation (EU) No. 2017/1129 of 14 June 2017.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) "qualified investors" (as defined in the UK Prospectus Regulation) who are (a) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within Article 49(2)(a) – (d) of the Order (the persons described in (i) and (ii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.