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OmniCar Holding AB carries out a directed share issue of SEK 4 million and issues free of charge warrants to existing shareholders

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As announced on the 15th of October 2020, OmniCar Holding AB have explored various options for funding our growth and accelerating our business.

  • ​​​​​​​​​​​​​Since we launched OmnicarService in late September 2020 we have seen significant interest from large leasing companies both in terms of operational, financial and flex leasing and other nationwide car operators such as car rental companies and road assistance providers.

  • For leasing companies, they see an upside in our on-site car service including service agreements to their traditional leasing offerings and they are attracted to be able to bundle OmnicarService in their product offerings to secure competitive edge and improved margins.
  • Car rental companies are attracted by using OmnicarService so that they can reduce downtime on cars in breakdown situations.
  • Road assistance providers are attracted by using OmnicarService for on-site repair services in breakdown situations. This means that they can service a car without bringing it into their workshop, which will improve margins greatly and thus meaning that our service is very beneficial for them.
  • Our consumer customer base is growing day by day and we see significant upside here as well – we have received only positive reviews and feedback from our customers which is very encouraging and exciting.

Based on above findings, we believe that we can further grow our revenue by being able to give nationwide support to large car business operators by deploying our service outside of greater Copenhagen as well.

The current trend, becoming the new normal, where customers want services which are easily accessible, is exactly the sweet spot that we operate in. The COVID-19 situation has in that sense been beneficial for OmniCarService in terms of accelerating the market towards this segment of easily accessible services since our customers can stay at home and have their cars serviced. With or without COVID-19, this trend will keep on rising and we are ready to accommodate the increasing demand from the market.

With above in mind, we are pleased to announce that an investor group consisting of Milad Pournouri, Milad Mirmoradi, Oliver Aleksov, Jörns Bullmarknad AB and Magnus Ottosson have decided to invest SEK 4 million in OmniCar Holding AB and the board of directors proposes that the general meeting resolves to carry out a directed share issue of 2 352 941 units consisting of two shares and three warrants. A subscription price of SEK 0,85 shall be paid for each share subscribed for and the warrants shall be issued at no consideration. In total, 4 705 882 shares and 7 058 823 warrants shall be issued to the investor’s participating in the directed share issue.

In addition to the directed share issue to the above investor’s, the board of directors proposes that the general meeting resolve to carry out a private placement of 12 467 408 warrants, the right to subscribe for the warrants shall vest in the company. The reason for not applying the shareholders’ pre-emption rights is the company’s request to do a free dividend of the warrants to the shareholders and the warrants will be issued at no consideration for shareholders. Per two shares owned in OmniCar Holding AB, one warrant will be issued at no consideration. The record date (avstämningsdag) to be listed as a shareholder in the share registry, kept by Euroclear Sweden AB will be set to the 27th of November 2020.

One warrant may be exercised to subscribe for one new share during the period commencing the 15th of November 2021 up to and including the 30th of November 2021 at a strike price of SEK 1,00 which can bring OmniCar Holding AB additional funding up to SEK 19 526 231 if all warrants were to be exercised.

The warrants are intended to be admitted for trading on Spotlight Stock Market when possible, after the warrants have been issued.

With this investment we now have funds to support this growth and a long-term financial solution is in place for OmniCar Holding AB. The capital injection from the warrants in the end of Q4 2021 will allow us to keep accelerating our growth and will also enable us to enter new and exciting markets.

Full details of the transactions will follow below:

The board of directors proposes that the general meeting resolves to carry out a directed share issue of 2 352 941 units consisting of two shares and three warrants. A subscription price of SEK 0,85 shall be paid for each share subscribed for and the warrants shall be issued at no consideration to Milad Pournouri, Milad Mirmoradi, Oliver Aleksov, Jörns Bullmarknad AB and Magnus Ottosson. The subscription price equates to a discount of 14,7% compared to the volume weighted average price (VWAP) of SEK 0,997 for a period that goes back 10 days until the 26th of October 2020. In total, 4 705 882 shares and 7 058 823 warrants shall be issued to the investor’s participating in the directed share issue.

The right to subscribe for the units shall vest in an advanced group of determined investors. The reason for not applying the shareholders’ pre-emption rights is due to the company’s need for new strategic investors and that the directed share issue is carried out in a time- and cost-effective manner.

The unit allocation is as following:

  • Milad Pournouri – 735 294 units
  • Oliver Aleksov – 735 294 units
  • Milad Mirmoradi – 294 118 units
  • Magnus Ottosson – 294 118 units
  • Jörns Bullmarknad AB – 294 117 units

Through this share issue, OmniCar Holding AB will receive SEK 3 999 999,7 before any issue expenses which will equate to SEK 110 000.

The share capital can be increased by no more than SEK 1 176 470,50, of which SEK 470 588,20 refers to the increase of the share capital due to issue of shares and SEK 705 882,30 refers to the increase of the share capital due to the exercise of the warrants. The number of shares in the company will after the directed share issue be increased by 4 702 882 shares and the total amount of shares will thereafter amount to 29 636 698 shares compared to the previous number of 24 934 816 shares. The dilution is equal to 15,9%.

In addition to the directed share issue to the above investor’s, the board of directors proposes that the general meeting resolve to carry out a private placement of 12 467 408 warrants, the right to subscribe for the warrants shall vest in the company. The reason for not applying the shareholders’ pre-emption rights is the company’s request to do a free dividend of the warrants to the shareholders and the warrants will be issued at no consideration for shareholders. Per two shares owned in OmniCar Holding AB, one warrant will be issued at no consideration. The record date (avstämningsdag) to be listed as a shareholder in the share registry, kept by Euroclear Sweden AB will be set to the 27th of November 2020.

One warrant may be exercised to subscribe for one new share during the period commencing the 15th of November 2021 up to and including the 30th of November 2021 at a strike price of SEK 1,00 which can bring OmniCar Holding AB additional funding up to SEK 19 526 231 if all warrants were to be exercised, entailing an increase in the share capital of not more than SEK 1 952 623,1.

The warrants are intended to be admitted for trading on Spotlight Stock Market when possible, after the warrants have been issued.

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 27. October 2020


Claus T. Hansen

CEO
cth@omnicar.dk

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