GreenMobility A/S to issue new shares in a private placement targeting proceeds of DKK 30m

                                                                              Company Announcement no. 34 – 2019 Copenhagen, November 5 th, 2019 NOT FOR RELEASE, PUBLICATION OG DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS...

                                                                             
Company Announcement no. 34 – 2019
Copenhagen, November 5^th, 2019

NOT FOR RELEASE, PUBLICATION OG DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PUCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN, JAPANESE OR SOUTH AFRICAN SECURITIES LAWS OR THE SECURITIES LAWS OF OTHER STATES AS THE CASE MAY BE.

GreenMobility A/S to issue new shares in a private placement targeting proceeds of DKK 30m

The Board of Directors of GreenMobility A/S (”GreenMobility”) has decided to launch an offering of new shares at market price (the “Offering”). The Offering will be conducted by way of a private placement whereby GreenMobility will issue new shares with the aim of raising approximately DKK 30m in gross proceeds. The subscription price will be determined through an accelerated bookbuilding process.

The proceeds from the Offering shall support GreenMobility's growth strategy, including to launch new cities, either run by the GreenMobility organisation (Corporate cities) or run by franchise partners. Additionally, part of the proceeds will be utilised in further development of proprietary IT-systems, as well as consolidation of balance sheet and strengthening of core organisational functions. Continued development in signing up new cities on a corporate or franchise basis in line with the development during 2019 may give rise to new mid-term targets in the short or medium term.

Following the completion of the Offering, the Company intends to work towards an admission for trading and official listing of the Company's shares on the Nasdaq Copenhagen Main Market during the first half of 2020, and raise additional capital from investors in a public offering in this connection, 

Development in the first nine months of 2019
By Q3 2019, the number of GreenMobility users had grown to 72,546, more than twice the number in Q3 2018. During the first three quarters of 2019, these users drove 502,148 trips in one of GreenMobility's 650 cars in Copenhagen and Oslo. In total, the Company generated sales of DKK 26.9m for the first nine months, which corresponds to a 41.7% growth relative to the same period in 2018.

During Q3, GreenMobility announced that the company will establish operations in Aarhus, Denmark and Gothenburg and Malmö in Sweden. Further, GreenMobility also announced signing of letters of intent with franchise partners for Antwerpen, Bruxelles and Gent in Belgium and Liverpool, Manchester and Leeds in UK.

As expected, the Copenhagen operations saw lower activity in Q3 due to summer seasonality, driven by warmer weather and the vacation period in the city. However, the lower activity level during the period has allowed GreenMobility to replace 105 cars in the Copenhagen fleet to models with larger battery capacity, which is expected to give the customers a stronger product and further support more smooth operations.

The Company generated a loss before tax for the period of DKK -22.9m, compared to DKK -21.6m in 2018. The loss primarily reflects higher costs to damage repairs and installation of new cars in Copenhagen, and furthermore an increase in parking expenses, as the cars were more frequently parked in central locations.

During Q3, Copenhagen Municipality announced that, starting 1 January 2020, electric vehicles will be exempted from parking fees, while the price of parking licenses for non-electric vehicles will be increased. In addition to lowering parking expenses, GreenMobility further expects the higher price on parking licenses for non-electric vehicles drive growth of new users, as more of the citizens in Copenhagen may choose shared car services in the future. During the first nine months of 2019, GreenMobility's parking expenses in Copenhagen amounted to DKK 4.1m.

Outlook for FY 2019
By the end of the year, GreenMobility expects to have approximately 100,000 users across all cities. With the positive development in Copenhagen and a continuous focus on optimisation of products and operations, the Group expects to reach break-even in Copenhagen by year-end with 55,000 users and approximately 1,800 trips per day. Break-even is expected to be reached regardless of the obtainment of free parking from Copenhagen Municipality. A continuous strengthening of the interaction with the users through incentive programmes and further operational optimisations, including the use of car workshops etc., is expected to be conducive of a reduction in the total cost level in GreenMobility's Copenhagen operations.

During 2019, the company expects to sign agreements or letters of intent with 8-10 cities, of which the company has currently announced launch in Aarhus, Malmö and Gothenburg, along with letters of intent for three cities in Belgium and three cities in the UK. The franchise partners with whom GreenMobility currently has signed letters of intent with are expected to have a positive impact on the financial results for 2020.

As previously communicated, the total revenue of the group for 2019 is expected to be in the range DKK 38-40m, with an expected loss of DKK -27-30m.

By the end of 2019, Aarhus, Gothenburg and Malmö are expected to be operational with approximately 100 electrical vehicles each, bringing the total GreenMobility fleet to approximately 950 cars by year-end. The expenses relating to the introduction of additional vehicles will contribute to the expected negative result of 2019.

The Offering
The Offering will be made to a limited number of Danish, and subject to certain restrictions, foreign institutional investors in the EU pursuant to and in compliance with the applicable exemptions from the obligation to publish a prospectus according to the Prospectus Regulation (EU) 2017/1129 of 14 June 2017. The Shares will be offered at market price without any pre-emption right for GreenMobility's existing shareholders. The subscription price will be determined after the close of the bookbuilding process. The Offering is not underwritten. GreenMobility has received non-binding indications from Arbejdernes Landsbank, Bank Invest Small Cap Danske Aktier, MP Pension and Møns Bank.

The books for the Offering will open with immediate effect and will remain open until 23:59 on Tuesday 5 November 2019 at the latest. The Board of Directors may choose to extend or shorten the subscription period at any time and for any reason without further notice and may decide to cancel the Offering altogether. The subscription price will be determined after the close of the bookbuilding process. The result of the Offering, the subscription price and allocations will expectedly be announced on Wednesday 6 November 2019 on or around 8:30.

GreenMobility, the Board of Directors and certain members of the Executive Management team has, with certain customary exceptions, agreed to a 180-day lock-up period on the sale of shares from the registration of the capital increase.

Resolution on the capital increase
The Board of Directors of GreenMobility has decided to launch an offering, through a private placement, of new shares at market price by exercising its authorisation to issue up to 631,579 shares with a nominal value of DKK 0.40 each corresponding to a total nominal value of DKK 252,631.60 in part or in full. The issue is made with a view to raise gross proceeds equal to at least DKK 30m with a potential for upsizing of such gross proceeds up to DKK 40m depending on inter alia investor interest but will not exceed a total nominal value of DKK 252,631.60 corresponding to the total authorisation. The exact number of shares offered will be determined by the size of the final proceeds and the final subscription price.

The decision to launch the capital raise is made in accordance with article 3.2 in GreenMobility's articles of association pursuant to which the Board of Directors is authorized to increase the share capital without pre-emption right for GreenMobility's existing shareholders.

Admission for Trading and official listing
Nasdaq First North Growth Market Denmark has confirmed the timeline for admission for trading of the new shares under the same ISIN code as the existing Shares, DK0060817898, after registration of the capital increase with the Danish Business Authority. The temporary ISIN code DK0061155942 will be merged with the primary ISIN code for the existing shares DK0060817898, as soon as possible after the capital increase has been registered with the Danish Business Authority. The temporary ISIN code, DK0061155942, will not be listed on Nasdaq First North Growth Market Denmark, but will only be registered with VP Securities for use in connection with subscription for the new shares.

Expected timetable for the Offering
The Offering will be made to a limited number of investors in Denmark and – subject to certain restrictions – foreign institutional investors, and the Shares will be offered by way of an accelerated bookbuilding process at market price without any pre-emption right for GreenMobility's existing shareholders.

• The offer period expires Tuesday 5 November 2019 at 23:59 CET, but may be shortened
• It is expected that the subscription price will be announced through Nasdaq First North Growth Market Denmark on Wednesday 6 November 2019, following determination on allocations, subscription price and total proceeds
• Expected settlement date through payment against delivery is Friday 8 November 2019
• Expected date of registration of the capital increase with the Danish Business Authority is Friday 8 November 2019
• Expected first day of admission for trading of new shares under the existing ISIN code is Wednesday 13 November 2019

The shares will be allotted on an individual basis.

The dates for admission for admission, payment and registration of the capital increase will not be moved forward if the Offering is closed before expiry of the offer period.

Managers
ABG Sundal Collier Denmark, filial af ABG Sundal Collier ASA, Norge, is acting as Sole Manager and Bookrunner and will receive subscription orders in connection with the Offering.

The new shares
The new shares will rank pari passu with the existing shares in GreenMobility.

The new shares will be negotiable instruments, and no restrictions will apply to their transferability.

No shares, including the new shares, carry any special rights.

The rights conferred by the new shares, including voting and dividend rights, will apply from the date when the capital increase is registered with the Danish Business Authority.

The new shares are to be registered in the name of the holder in GreenMobility's register of shareholders.

Taxation and dividends
Dividend payments will be taxed according to applicable tax rules, including any double taxation treaties.

 

Contact and further information

Henrik Isaksen, CEO
Tlf: +45 40 59 40 00, e-mail: [email protected]

Certified Advisor
NORDEN CEF ApS
John Norden
Kongevejen 365, DK-2840 Holte
+45 2072 0200
[email protected]

About GreenMobility
GreenMobility offers European urban citizens simple, flexible and sustainable transportation in the form of shared electric city cars. Users have access to these cars via the GreenMobility app with trips paid by the minute. Today, GreenMobility operates a fleet of 400 electric cars in Copenhagen and 250 in Oslo in partnership with VY. The Company is currently in the process of launching in Aarhus, Gothenburg and Malmö and has signed letters of intent with potential franchise partners for launch in six additional cities in the UK and Belgium.

Important disclaimer
This announcement is not a prospectus and has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on Prospectuses, Article 1(4).

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

Any securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state of the United States and may not be offered or sold, directly or indirectly, in or into the United States absent 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 securities referred to in this announcement are being offered and sold in a private placement only outside the United States.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by GreenMobility A/S or by any of its affiliates or agents (including the Sole Lead Manager) as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company's the new shares and/or the private placement referred to herein, and any liability therefore is expressly disclaimed.

This announcement does not constitute an investment recommendation. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement (and publicly available information) Any investment decision to buy or subscribe for any shares in the private placement must be made solely on the basis of publicly available information, which has not been independently verified by the Sole Lead Manager. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

Certain statements in this announcement may constitute forward-looking statements, which are based on GreenMobility's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. Words such as “aim”, “anticipate”,
“believe”, “intend”, “estimate”, “expect”, “plan”, “project”, “forecast” and words of similar meaning are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance, achievements or industry results to differ materially from those expressed or implied by such forward-looking statements.

 

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• GreenMobility A/S to issue new shares in a private placement targeting proceeds of DKK 30m