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Warrants of series (2020:2) TO2 B we subscribed to approximately 94.9 percent and TerraNet Holding AB receives approximately SEK 38.3 million

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TerraNet AB
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.

TerraNet Holding AB (”TerraNet” or the ”Company”) today announces the outcome of the exercise of warrants of series TO2 B, which were issued in connection with the Company’s preferential rights issue during the second quarter of 2020. In total, 47,906,993 warrants of series TO2 B were exercised, corresponding to approximately 94.9 percent of the total number of outstanding warrants of series TO2 B, for subscription of 47,906,993 B-shares at a subscription price of SEK 0.80 per B-share. TerraNet will receive approximately SEK 38.3 million before issuing costs through the exercise of the warrants of series TO2 B.

Background

At the 2020 annual general meeting, it was resolved to approve the board of directors' resolution to carry out a preferential rights issue of units. Each unit consisted of two (2) shares, one (1) warrant of series TO1 B, one (1) warrant of series TO2 B, and one (1) warrant of series TO3 B. The subscription period for exercise of the warrants of series TO2 B took place from March 8, 2021 up to and including March 19, 2021. The subscription price per B-share for exercising the warrants of series TO2 B was set to SEK 0.80.

In total, 47,906,993 warrants of series TO2 B were exercised for subscription of 47,906,993 B-shares, meaning that approximately 94.9 percent of all outstanding warrants of series TO2 B were exercised for subscription of B-shares.

Exercised warrants have been replaced with interim shares (IA), pending registration with the Swedish Companies Registration Office. The interim shares are expected to be converted to B shares within approximately three (3) weeks.

Number of shares, share capital and dilution
Through the exercise of the warrants of series TO2 B, the number of shares in TerraNet increases by 47,906,993 shares, from 217,006,263 (consisting of 1,170,963 A-shares and 215,835,300 B-shares) to a total of 264,913,256 shares. The share capital will increase by SEK 479,069.93, from SEK 2,170,062.63 to SEK 2,649,132.56.

For existing shareholders who did not exercise any warrants of series TO2 B, the dilution amounts to approximately 18.1 percent based on the number of shares following exercise of the warrants of series TO2 B.

Advisers
Mangold Fondkommission is the financial adviser for TerraNet regarding the warrants.

For questions regarding the warrants, please contact:
Mangold Fondkommission AB
Tel: +46 8 5030 1595
E-mail: emissioner@mangold.se

For further information about TerraNet, please contact:
Pär-Olof Johannesson
Tel: +46 70 332 32 62
E-mail: parolof.johannesson@terranet.se

This information is such that TerraNet Holding AB is required to make public in accordance with the EU's Market Abuse Regulation (MAR). The information was made public by the Company's contact person above on March 26th, 2021 at 7.00 AM CET.

About TerraNet

TerraNet develops software for radio-based solutions and three-dimensional image analysis for advanced driver-assistance systems and autonomous vehicles (ADAS and AV). In-line with Scandinavia’s rich history of bringing innovative safety measures to the automobile industry, TerraNet is pioneering breakthrough safety technology VoxelFlow™ for the ADAS and AV industries at its headquarters in Lund, Sweden and its development sites in Kyiv, Ukraine and Stuttgart, Germany. TerraNet Holding AB (publ) is listed on the Nasdaq First North Premier Growth Market (Nasdaq: TERRNT-B.ST).

You can now subscribe to TerraNet’s newsletter, sign up at: www.terranet.se/en/ir-2/

Certified Adviser: Mangold Fondkommission AB, 08-503 015 50, ca@mangold.se.
Important information

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in TerraNet in any jurisdiction, neither from TerraNet nor anyone else.

This press release is not a prospectus for the purposes of the regulation (EU) 2017/1129 (the ”Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US 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 a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors”
who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.

Forward-looking statements

This press release may contain forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “estimate”, “will”, “can”, “assumes”, “should”, “may” or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Nasdaq First North Premier Growth Market rule book for issuers.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares or warrants in TerraNet may decline and investors could lose all or part of their investment; the shares or warrants in TerraNet offer no guaranteed income and no capital protection; and an investment in the shares or warrants in TerraNet is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who
have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the units issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares or warrants in TerraNet.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares or warrants in TerraNet and determining appropriate distribution channels.