TCM Group A/S

TCM Group A/S Launches Offering of up to 1,221,419 New Shares in a Directed Issue - Seite 2

THE OFFERING
The Offering will be made pursuant to applicable exemptions from the obligation to publish a prospectus to eligible qualified and professional institutional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for the Company's existing shareholders. Certain members of the Company's Board of Directors and Executive Management have indicated to subscribe for New Shares for a total amount of DKK 1,510,000 in connection with the Offering.

The books for the Offering will open immediately and can close at any time. The offer price will be determined after the close of the accelerated bookbuilding process. The final pricing and number of New Shares is expected to be announced as soon as practically possible thereafter. If the Placing is oversubscribed, an individual allocation of the New Shares will be made by the Board of Directors.

TCM have in connection with the Offering, agreed to undertake a lock-up commitment for 180 calendar days following settlement of the Offering (subject to certain exceptions), including the issuance of shares to the sellers of Aubo Production A/S as announced in Company Announcement no. 167/2023 of 19 June 2023 (and company announcement no. 169/2023 of 26 June 2023), and each of the members of its Board and Executive Management have in connection with the Offering, agreed to undertake a lock-up commitment for 90 calendar days following settlement of the Offering (subject to certain exceptions).

SOLE GLOBAL COORDINATOR AND BOOKRUNNER
Carnegie Investment Bank, filial af Carnegie Investment Bank AB (publ), Sverige is acting as Sole Global Coordinator and Bookrunner in connection with the Offering.

Kromann Reumert acts as Danish legal advisor to the Company. Gorrissen Federspiel Advokatpartnerselskab acts as Danish legal advisor to the Sole Global Coordinator and Bookrunner.

NEW SHARES
The decision to launch an Offering of up to 1,221,419 New Shares, of a nominal value of DKK 0.10 each, in a directed issue is made pursuant to section 5.1 in the Company’s Articles of Association according to which the Board of Directors is authorized to make share capital increases without pre-emption rights for the existing shareholders at market price.

The New Shares will rank pari passu in all respects with existing shares in TCM. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in the Company’s register of shareholders.