Rights Issue 2022

Deliveries by electric bikes are logistically superior

As e-commerce is growing strongly, there is an increasingly higher demand for reduced environmental impact, both from consumers and legislation. The solution to the question is Urb-it.

Background and motives

Urb-it's goal is to offer sustainable last-mile services in large cities with high population density with extensive e-commerce markets and environmental legislation in place. The company applies an expansive growth strategy where Urb-it has gone from local markets to operations in multiple European cities. In 2020, the Company was active in three of the largest cities in France and England and expanded to 9 major cities in 2021. In the first half of 2022, Urb-it's services reached over 4 million residents in the Paris city center and the Company expanded its operations in England by launching in the British city of Liverpool.

Retail and e-commerce are undergoing a digital transformation and are growing rapidly. In the last decade, the market has seen an increase of approximately 300 percent between 2014 and 2019. Where the driving forces behind growth are, among other things, increased urbanization, as well as increased purchasing power, and the range of goods that can be purchased online. At the same time, demands for convenience and environmental awareness are increasing from the urban consumer, which in turn generates increased demand for deliveries, and innovative solutions in last-mile services, which is a service that consumers increasingly expect.

Urb-it entered 2022 with a clear focus on the implementation of the company's decided strategy, with continued growth and with an increased focus on profitability. After continued investments in infrastructure, the company is now well positioned to grow with the increasing demand, primarily from the e-commerce segment. During 2022, Urb-it prioritized profitability over volume growth, which enabled enhanced operational efficiency. At the same time, this focus resulted in reduced costs for the entire operation. Previous investments and the strategic decision to focus on efficiency and increased profitability have affected the number of delivered packages per hour, which demonstrates the scalability and strong unit economics found in the company's offering. During the second quarter of 2022, the Company demonstrated strong growth figures and increased turnover, approximately 13.9 percent compared to the previous quarter and approximately 109.9 percent compared to the same quarter the year before. This is largely due to the larger customers the company has agreements with, including Amazon, Alibaba, and Yodel.

In 2022, Urb-it took the step to expand to Spain, one of the leading countries in e-commerce and one of the fastest-growing e-commerce markets in Europe. Moreover, Spain plans to introduce environmental zones in the 180 largest cities by 2023, which will increase the demand for environmentally aware last-mile services. Urb-it began by launching in Barcelona and Madrid, giving direct access to a customer base of 3.5 million inhabitants. With this, Urb-it is now active in 13 large European cities in three different countries, and Urb-it is exploring expansion into additional markets where the company's business model would succeed. In particular in large cities with high population density, developed e-commerce markets, and extensive environmental legislation where the Company has identified opportunities in Germany, Italy, and Portugal.

Offer in summary

Shareholders who on the record date, 28 November 2022, are registered shareholders in Urb-it in the share register kept by Euroclear Sweden AB have preferential rights to subscribe for shares in relation to the number of shares held on the record date. The shareholders will receive one (1) subscription right for each share held on the record date. One (1) subscription right entitles to subscription of eight (8) shares. Subscription of new shares can also be done without the support of subscription rights.

Shareholders that do not participate in the rights issue will be subject to a dilution effect of not more than approximately 88.9 percent at full subscription in the rights issue. However, shareholders have the possibility to be financially compensated for this dilution by selling their subscription rights. In the event of a transfer of subscription rights, the preferential right is transferred to the new holder of the subscription right.

Issue size

The subscription price has been set at SEK 0.1 per share, which, upon full subscription, will provide Urb-it with proceeds of approximately SEK 196 million before transaction costs.

Subscription commitments and guarantee undertakings etc.

The rights issue is covered by approximately 40.4 percent by subscription commitments, approximately 7.7 percent by non-binding subscription intentions and approximately 51.9 percent by guarantee undertakings. Consequently, the rights issue is fully covered by subscription commitments, non-binding subscription intentions and guarantee undertakings. The subscription and guarantee undertakings are however not secured by bank guarantee, blocking funds, pledging, or similar arrangements.

Subscription commitments have been undertaken by, among others, the company's major shareholders Ingka Investments Ventures Europe B.V. and Adrigo Asset Management as well as other institutional shareholders and part of the company's board and management. Ingka Investments Ventures Europe B.V. has undertaken to subscribe up to approximately SEK 52.9 million. Non-binding subscription intentions have been received from Skandia and Fiducian Group Ltd. Guarantee undertakings have been issued by certain existing shareholders, including Adrigo Asset Management, as well as external guarantors.

Subscription period

30 November – 14 December 2022

Trading with subscription rights

30 November – 9 December 2022

Trading with BTA

30 November 2022 – Week 1, 2023

Instruments traded on Nasdaq First North Growth Market

Share: URBIT, ISIN-code: SE0009921034

Subscription right: URBIT TR, ISIN-code: SE0019070665

Paid subscribed share (BTA): URBIT BTA, ISIN-code: SE0019070673