OmniCar

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OF OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION.

OmniCar Holding AB (“OmniCar” or the “Company) announces that its rights issue of shares of approximately MSEK 20 has been 87.97 percent subscribed. The final outcome of the rights issue shows that 114,318,540 shares, corresponding to approximately 68.51 percent of the offered shares, were subscribed for with subscription rights. The remaining 32,469,207 shares will be allotted to those who have subscribed for shares without subscription rights. The rights issue is therefore 87.97 percent subscribed and provides OmniCar with proceeds amounting to approximately MSEK 17.61 before deduction of issue costs.

The final outcome shows that 114,318,540 shares, corresponding to approximately 68.51 percent of the offered shares in the rights issue, have been subscribed for by the exercise of subscription rights. The remaining 32,469,207 shares that were not subscribed for with subscription rights will be allotted to those who have subscribed for shares without subscription rights in accordance with the principles described in the memorandum. The rights issue is thus 87.97 percent subscribed.

Notification regarding allotment of shares that have been subscribed for without subscriptions rights will be distributed shortly by contract note to subscribers and nominees. Subscribed and allotted new shares shall be paid in cash in accordance with the instructions on the contract note. Nominee registered shareholders will receive notification regarding allotment of shares in accordance with the respective nominee’s procedures. Notification will only be sent to those that have been allotted shares.

The last day of trading with paid subscribed shares (Sw. BTA) is on or around 24 July 2023. New shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office on or about 19 July 2023, and trading in the new shares is expected to commence on Spotlight Stock Market on or about 28 July 2023. The shares subscribed for without subscription rights are expected to commence trading on Spotlight Stock Market on or about 28 July 2023.

The rights issue will provide OmniCar with proceeds amounting to approximately MSEK 17.61 before deduction of issue costs. As a result of the rights issue, OmniCar’s share capital will increase by SEK 14,678,774.7 and the total number of shares will increase by 146,787,747 shares. As of now, OmniCar also has an ongoing registration at the Swedish Companies Registration Office regarding the directed issue from 29 December 2022 whereby the share capital will increase by SEK 980,000 and the total numbers of shares will increase by 9,800,000 shares. All in all, this means that after the rights issue and the directed issue from 29 December 2022, the share capital will increase from SEK 9,624,232.80 to 25,283,007.50 and the total number of shares will increase from 96,242,328 to 252,830,075 shares.

For more information, please contact

Mikkel K. Christenssen, CEO, OmniCar Holding AB

mkc@omnicarservice.dk

About OmniCar

OmniCar is a purpose-driven impact company active in the automotive industry. OmniCar provides a convenient, affordable, and more transparent way of getting your car serviced and repaired by offering the service though our mobile workshops at a time- and place, which suits you the best.

OmniCar is a data driven technology company facilitating an end-to-end platform, which offers customers a unique way of ordering their next service as well as managing our fleet of mobile workshops including mechanics. We have established a position as the largest mobile workshop operator within the Nordics and with outstanding customer ratings of 4,9 of 5. With thousands of positive customer visits already completed, OmniCar aims to grow its business and fulfill its vision of becoming a convenient car partner for customers throughout Europe.

For more information, please visit www.omnicarinvestor.com                   

Important information

This press release and the information herein is not for publication, release, dissemination or distribution, in whole or in part, directly or indirectly, in or into the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, South Africa, Russia or Belarus or any other state, territory or jurisdiction in which publication, release, dissemination or distribution would be unlawful or where such action would require additional memorandums, filings or other measures in addition to those required under Swedish law.

The press release is for informational purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy or acquire, or subscribe for, any of the securities mentioned herein (collectively, the “Securities”) or any other financial instruments in OmniCar Holding AB. Any offer in respect of any of the Securities will only be made through the issue memorandum that OmniCar Holding AB expects to publish in due course.  Offers will not be made to, and application forms will not be approved from, subscribers (including shareholders), or persons acting on behalf of subscribers, in any jurisdiction where applications for such subscription would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Measures in violation of the restrictions may constitute a breach of relevant securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities law in the United Kingdom, the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa, Russia or Belarus and may, with certain exceptions, not be offered or sold within, or on behalf of a person or for the account or benefit of a person who is registered in, these countries. The company has not made an offer to the public to subscribe for or acquire the Securities mentioned in this press release other than in Sweden.

None of the Securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States (including its territories, possessions and the District of Columbia), and unless so registered, may not be offered, pledged, sold, delivered or otherwise transferred, directly or indirectly, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. There will not be any public offering of any of the Securities in the United States.

In the EEA Member States, with the exception of Sweden, (each such EEA Member State, a “Relevant State“), this press release and the information contained herein are intended only for and directed to qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release, nor rely on it.

In the United Kingdom, this press release is directed only at, and communicated only to, persons who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons who fall within the definition of "investment professional" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons who fall within article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of OmniCar Holding AB or other persons falling within Article 43 of the Order, or (iv) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (i), (ii), (iii) and (iv) above together being referred to as “Relevant Persons”). This press release must not be acted on or relied on by persons in the UK who are not Relevant Persons.

This press release does not constitute an investment recommendation. 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.

This press release contains forward-looking statements that reflect OmniCar Holding AB’s current view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “estimate” and other expressions involving indications or predictions regarding future development or trends, not based on historical facts, identify forward-looking statements and reflect OmniCar Holding AB’s beliefs and expectations and involve a number of risks, uncertainties and assumptions which could cause actual events and performance to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information contained in this press release is subject to change without notice and, except as required by applicable law, OmniCar Holding AB’s does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it and nor does it intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. As a result of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.