Rights Issue information
INFORMATION ON THIS WEBSITE REGARDING GREENMOBILITY A/S’ RIGHTS ISSUE IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER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 THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
The offer to acquire securities pursuant to the rights issue is made, and any investor should make his investment decision, solely on the basis of information that is contained in the prospectus made generally available in Denmark on this website on 3 September 2021 in connection with the rights issue. Copies of the prospectus may be obtained and downloaded by existing shareholders, investors in Denmark and/or investors satisfying applicable exemptions in Article 1(4) of the Prospectus Regulation, such as Qualified Investors, through this website of the Company.
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.
In the following, you will find information about:
Highlights of Rights Issue
GreenMobility has initiated a rights issue with pre-emptive subscription rights for GreenMobility’s existing shareholders allowing for subscription of up to 1,474,025 new shares with a nominal value of DKK 0.40 each at a subscription price of DKK 100 per new share.
The offering is fully guaranteed and committed meaning that GreenMobility has received advanced pre-subscription commitments from existing shareholders that wish to exercise their pre-emptive rights, and guarantee commitments from guarantors that have guaranteed to subscribe for any remaining shares 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 GreenMobility’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 offering is expected to raise gross proceeds to GreenMobility of approximately DKK 147.4 million with net proceeds expected to be approximately DKK 141.3 million after deduction of costs and expenses payable by GreenMobility in relation to the offering. GreenMobility expects to apply net proceeds from the offering for the following purposes and with the following expected distribution and priority:
Purpose |
Distribution (%) |
|---|---|
| Funding of expansion to new cities | 45-70 % |
| Funding of operating existing cities which are not yet profitable | 15-35 % |
| Development costs including relating to headquarters | 0-5 % |
| Partial payment on new EV’s (majority financed) | 5-15 % |
| Other / general working capital purposes | 0-5 % |
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, GreenMobility contemplates to continuously seek growth opportunities and raise additional capital to pursue such opportunities where additional financing is needed as the GreenMobility prioritizes growth and expanding to new cities. GreenMobility expects to ensure a longer financial run rate, which is expected to fund GreenMobility into early 2023, depending on acceleration of city launches. GreenMobility will likely seek to raise further capital within a few years in order to accelerate its international expansion and growth.
Benefit for exisiting shareholders
Existing shareholders receive pre-emptive rights in a ratio of 1:1. If you have 100 shares, you get 100 preemptive rights.
DKK 100 per share
The subscription price will be DKK 100 per share. Note that you will need two pre-emptive rights to subscribe for one new share.
Deadline: 20th of September
You use your pre-emptive rights and buy new shares through your bank or where your current shares are held. They will inform you on how to do this.
Webinars on Rights Issue
Join in on one of the following webinars, to learn more about GreenMobility and the Rights Issue. You will be able to ask questions as well. Participation is naturally free – just sign up via the link on the webinar time you prefer, and all shareholders are more than welcome. The topic of all webinars will be the same.
Application form for Remaining Shares
Applications for subscription and purchase of remaining shares should be made to the investor’s own account holding bank either electronically through online banking or by submitting this application form.
Q&A
Who can participate in the Rights Issue?
A rights issue can be considered as initially for the benefit of existing shareholders of GreenMobility A/S, who are allocated the right to subscribe for new shares offered at a discount to the market value, by exercise of the pre-emptive rights allocated to such existing shareholders.
Any shares not subscribed for by holders of pre-emptive rights may be subscribed for by other investors subject to certain conditions set forward in the Prospectus.
What are my options (as an existing shareholder)?
Based on the pre-emptive rights you are allocated; you have three options. The first one is to subscribe and buy shares based on the pre-emptive rights allocated to you. Secondly, you can choose to sell the pre-emptive rights that you are allocated. Thirdly, you can choose to do nothing, and then you will lose your pre-emptive right and the value it represents and thereby the opportunity to subscribe for new shares at the end of the subscription period and your relative share of GreenMobility A/S will be subject to dilution. Regardless of choice, you will of course keep your existing shares
What is the cost on a pre-emptive right?
There is no cost on the pre-emptive right itself – you receive pre-emptive rights if you are duly registered as a shareholder of GreenMobility A/S with VP Securities on 8 September 2021 at 5:59 pm CET. However, if you choose to exercise your pre-emptive rights, then the cost will be DKK 100 per share you subscribe for and purchase (plus any trading fee your bank might charge you) based on the pre-emptive rights.
What is the subscription price per share?
When subscribing for shares as part of the Rights Issue, the subscription price will be DKK 100 per share. Please note that you will need two (2) pre-emptive rights to subscribe for one (1) new share.
How many pre-emptive rights will I receive?
You will receive pre-emptive rights in a ratio of 1:1 relative to the shares you already own as of 8 September 2021 at 5:59 pm CET. So as an example; if you own 100 shares on 8 September 2021 at 5:59 pm CET, you will receive 100 pre-emptive rights.
How many pre-emptive rights do I need to buy shares?
The Rights Issue is carried out in a ratio of 2:1. This means you will receive one (1) pre-emptive right for each share you already own as of 8 September 2021 at 5:59 pm CET, and you will need two (2) preemptive rights to subscribe for one (1) new share. As an example, if you own three (3) shares as of the abovementioned date, you will receive three (3) pre-emptive rights, which will allow you to subscribe for one (1) new share (as two (2) pre-emptive rights are required for subscription of one (1) share), and then you have one (1) pre-emptive right left, which you can choose to do nothing with or sell.
How do I know how many pre-emptive rights I will receive?
You will receive information from your bank or where your shares are currently held, informing you of the number of shares you own and how many pre-emptive rights that the shares entitle you to on 8 September 2021 at 5:59 pm CET.
How do I exercise my pre-emptive rights?
You buy new shares through your bank, online trading platform or where your shares are currently held. They will send you a letter informing you on how to do this (relative to their platform and/or purchase process).
Can I get more pre-emptive rights?
Yes, you can buy the pre-emptive rights that other shareholders have been allocated and do not want to exercise and have chosen to sell. These will be admitted for trading on Nasdaq Copenhagen under our temporary stock ticker “GREENM-t” on 7 September 2021 or you can ask you bank or trading provider to assist you. The price on the pre-emptive rights will be determined by the market, but typically it will be the subscription price (DKK 100) plus the TERP value (weighed difference between the stock price of the existing share end the price of the pre-emptive right).
When is the deadline for exercising pre-emptive rights?
On 22 September 2021 at 5:00 pm CET. Please note trading of pre-emptive rights between shareholders and investors has a deadline on 20 September 2021.
What do I do, if I want to sell my pre-emptive right(s)?
You are free to sell your pre-emptive rights, which can be done through your bank, trading platform or where your shares are held during the period of 7 September 2021 to 20 September 2021 under our temporary stock ticker “GREENM-t”. Please see the information you will receive directly from them on the technical process.
What happens, if I do nothing?
Then you will lose your pre-emptive rights. It will have no direct cost to you, and you will naturally still have your existing shares but your relative share of GreenMobility A/S will become diluted (reduced).
Why are you (GreenMobility) offering this at a price below market value?
To reward and motivate our existing shareholders who will get the opportunity to buy more shares at a price below the market price, and thereby ensuring no existing shareholder gets diluted, unless they choose so. We are really happy and proud of the support from all our shareholders and hope they will all support us on the next part of our growth journey.
Is the Rights Issue guaranteed, and what happens if the existing shareholders don’t subscribe for the full amount?
Yes, the Rights Issue is fully guaranteed and committed which means that certain existing shareholders and external guarantors already have signed guarantees and presubscription commitment agreements, committing them to buy all shares not subscribed for based on the exercise of pre-emptive rights during the subscription period.
I have other questions – where can I find answers?
- We encourage you to read the prospectus, which have been published on our website – you will find it here
- As part of the process, we are inviting shareholders for a number of webinars – free to attend and here you can ask questions as well. Please find the dates and sign-up link here
- You are welcome to send us an email at i[email protected] with your question. Please expect up to a few days’ response time during this period.
What if I am not a shareholder?
If you don’t already own GreenMobility shares, then you won’t receive preemptive rights, and at least in the first step, you can’t participate. But, you have the opportunity of buying preemptive rights, on the stock market, as shareholders can sell their preemptive rights. The preemptive rights will have a special temporary stock ticker “GREENM-t”
Important information
The information contained on this website 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 are available at this website of the Company.
This information contained on this website 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 webpage and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
The information contained on this website regarding the rights issue is 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”). The information contained on this website regarding the rights issue 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 the information contained on this website regarding the rights issue is only addressed to, and is only directed at, investors in that EEA Member State who fulfill 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 webpage 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 webpage 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.