OmniCar receives subscription and underwriting commitments in regards to warrants of series TO 2

The exercise period for OmniCar Holding AB:s (“OmniCar”) warrants of series TO 2 commences on November 15, 2021. The company can today announce that CEO Claus T. Hansen and a number of other warrant holders have agreed to enter into subscription commitments to exercise their respective warrants amounting to a total of 6,411,245 SEK. In addition, OmniCar has signed an agreement for a "top-down underwriting" up to 11,297,596 SEK, which together with the subscription commitments amounts to a total of 17,708,841 SEK. This means that OmniCar has received subscription and underwriting commitments corresponding to approximately 90,7 percent of the total amount that the warrants of series TO 2 can bring in.

Brief information about the warrants of series TO 2

In October 2020, the Board of Directors of OmniCar decided, with the support of an authorization from the Extraordinary General Meeting in November 2020, to carry out a directed issue of units (shares and attached free of charge warrants of series TO 2) and to distribute free of charge warrants of series TO 2 to existing shareholders. A total of 19,526,231 warrants of series TO 2 were issued, which during the period from 15 November 2021 to 30 November 2021 give warrant holders the opportunity to subscribe for new shares at a price of 1,00 SEK per share. In total, full exercise of the warrants can provide the Company with approximately 19,5 million SEK before issue costs.

Subscription commitments in regards to TO 2:

OmniCar has received subscription commitments from the following individuals:

Name                                                      Subscription commitment in SEK

                                      
Milad Pournouri                                      2,310,000 SEK                               
Oliver Aleksov                                        2,205,882 SEK                           
Claus T. Hansen (CEO, OmniCar)         1,000,000 SEK
Magnus Ottosson                                      531,714 SEK

Luca Di Stefano                                         500,000 SEK

Total                                                       6,411,245 SEK

No compensation is paid for the above subscription commitments.

‘’Top-down underwriting’’ in regards to TO 2:

OmniCar has received underwriting commitments totaling 11,297,596 SEK which corresponds to approximately 57,85 percent of the total amount that the warrants of series TO 2 can bring in.

The underwriting is a so-called "top-down underwriting", which means that if TO 2 is subscribed to approximately 42,15 percent, an underwriting commitment is executed for the remaining approximately 57,85 percent up to a fully subscribed TO 2. The underwriting commitment is thus added to the current subscription level for TO 2 and intends to secure the last part of the subscription of the warrant redemption in the event that all TO 2 are not exercised by existing holders. If the underwriting is activated, subscription of shares from the underwriting subscribers will in practice take place through a directed share issue which is carried out after the exercise period for warrants of series TO 2 has ended. The directed share issue requires approval from the shareholders of OmniCar.

Subscription in such a directed share issue shall take place at the established price of the warrant redemption, which amounts to 1,00 SEK per new share, and only to the extent that TO 2 has not been exercised by existing holders within the framework of the full amount of the underwriting commitments.

Costs for the "top-down underwriting" amount to 277,380 SEK.

OmniCar has received underwriting commitments from the following individuals:

Name Underwritings                                (SEK) / Compensation                                                       

Milad Pournouri                                           2,310,000 SEK – 5% compensation                

Oliver Aleksov                                             2,205,882 SEK – 5% compensation                                               

Andreas Klainguti (board member, OmniCar)  2,000,000 SEK – 0% compensation       

Mads Kjær (board member, OmniCar)        2,000,000 SEK – 0% compensation

Jesper Gerlich                                             1,000,000 SEK – 0% compensation

Magnus Ottosson                                        531,714 SEK – 5% compensation                                           

Mikkel K. Christensen (new CEO)               500,000 SEK – 0% compensation

Luca Di Stefano                                           500,000 SEK – 5% compensation

Morten Tinggaard                                        250,000 SEK – 0% compensation

Total                                                            11,297,596 SEK

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 25th of October 2021

Claus T. Hansen
CEO
cth@omnicar.dk