ORTELIUS announces that the Board of Directors has today, on 25 June 2026, resolved on a directed set-off issue of 2,777,778 shares, with deviation from the shareholders’ pre-emptive rights, in accordance with the previously announced repayment agreement with Elteo Invest AB. Through the set-off issue, SEK 500,000 of the Company's outstanding debt will be settled.
On 17 June 2026, ORTELIUS announced that the Company and Elteo Invest AB had entered into an agreement regarding the repayment of a loan amounting to SEK 2.9 million. Under the agreement, SEK 2.4 million will be repaid in cash through instalments during June and August 2026, while the remaining SEK 500,000 will be settled through a set-off against newly issued shares in the Company.
The Board of Directors has now resolved to carry out the directed share issue whereby Elteo Invest AB subscribes for 2,777,777 new shares at a subscription price of SEK 0.18 per share. Payment is made through set-off of the corresponding loan amount of SEK 500,000.
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 103,648,649 and the share capital amounted to SEK 3,887,426.521275.
Following registration of the directed issue, the total number of shares will increase by 2,777,777 shares to 106,426,426 shares. The share capital will increase by SEK 104,182.775986 to SEK 3,991,609.297261.
The directed issue results in a dilution effect of approximately 2.61 percent for existing shareholders, calculated based on the total number of shares in the Company after completion of the issue.
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.