ORTELIUS announces that the Board of Directors has today on 29 June 2026, resolved on a directed set-off issue of 18,630,584 shares, pursuant to the authorization granted by the General Meeting on 5 June 2025 with deviation from the shareholders' pre-emption rights. Through the set-off issue, SEK 3,353,506 of the Company's outstanding debt to five different creditors will be settled. The subscription price shall be SEK 0.18 per share.
| Creditor | Number of Shares | Amount Set Off (SEK) |
| Tellis AB | 5,881,976 | 1,058,756 |
| Samhug AB | 4,868,054 | 876,250 |
| Capalise AB | 2,333,333 | 420,000 |
| Carl Håkansson Consulting AB | 1,562,500 | 281,250 |
| Lamotte Consulting AB | 3,984,721 | 717,250 |
| Total | 18,630,584 | 3,353,506 |
The directed issue results in a dilution effect of 14.9 percent for existing shareholders, calculated based on the total number of shares in the Company after completion of the issue.
The Board considers the transaction to be beneficial for the Company, as it reduces outstanding liabilities and strengthens the balance sheet without affecting the Company's liquidity position.
Number of shares and share capital
Prior to the directed set-off issue, the total number of shares in ORTELIUS amounted to 106,426,426 and the share capital amounted to SEK 3,991,609.297261.
Following the directed set-off issue, the total number of shares will increase by 18,630,584 shares to 125,057,010 shares. The share capital will increase by SEK 698,755.141019 to SEK 4,690,364.438280.
Rationale
The reason for deviating from the shareholders’ pre-emptive rights is to enable ORTELIUS to reduce its indebtedness in an efficient and appropriate manner. The Board has considered the possibility of raising capital through a rights issue instead of a directed share issue but has concluded that such an alternative would delay the settlement of the debt and may not ensure completion.