TM publishes prospectus

TM hf. publishes prospectus in connection with:Application for new shares to be accepted for trading on the Nasdaq Iceland Main MarketPriority rights offer and general offer for 93,750,000 new shares in TMThe total number of shares issued in TM hf. (“TM”) is 678,142,669. The company intends to issue an additional 93,750,000 new shares. Each share is ISK 1 nominal price, and the shares have been issued in accordance with Icelandic law. Trading with the new shares will be in the systems of Nasdaq Iceland under the identifier TM (ISIN: IS0000000586).Both the priority rights offer and the general offer are subject to the rules of Act No. 108/2007 on Securities Transactions as regards general offers. In this advertisement, the term “offer” is used as a synonym for both offer forms.Offer 9–12 DecemberTM hf. plans to sell new shares in the share offering. The object of the offering is to finance TM’s purchase of all share capital in Lykill fjármögnun hf.The size of the offering consists of 93,750,000 shares or the equivalent of 13.8% of the outstanding share capital of the company. The total sales value of the offering will amount to ISK 3.0 bn, provided that subscriptions are obtained for all the shares offered for sale in the offering.The offering covering new shares in the company is divided in two:Priority rights subscription for TM shareholdersGeneral offering for Icelandic investorsAll shares in the offering will be sold at the same rate, which will be ISK 32.0 per share, or the equivalent of a 9.1% discount on the closing price of shares of TM in the Main Market of Nasdaq Iceland hf. on 3 December 2019. Priority rights holders to the new TM shares are the parties who are the registered owners of TM shares at 17:00 (GMT) on 12 December 2019 and the parties who have been assigned priority rights and who have notified of the assignation before that time in accordance with the rules of the offering.The seller will first allocate the new shares to the parties who enjoy priority rights. If any new shares in TM remain unallocated after allocation to priority rights holders, these will be allocated in the general offering and the issuer will unilaterally decide on the manner in which these shares are allocated.It is assumed that the results of the offering will be published on 13 December 2019. The final due date in the offering is expected to be on 17 December 2019, and the new shares are expected to be taken for trading and trading to begin with them on 18 December 2018. Arion banki will supervise the offering and is, moreover, the seller in the offering.Main terms of the offering:No minimum amount has been set for subscriptions in the priority rights offeringEach subscription in the general offering shall be a minimum of ISK 100,000Subscriptions will be accepted on the website of Arion banki hf. (www.arionbanki.is/tm-utbod) from 9 December 2019 at 10:00 (GMT) to 12 December 2019 at 17:00 (GMT)Investors are permitted to add to their subscription or cancel it during the offer periodAssistance regarding the offering may be obtained from the Securities and Pension Consulting Department of Arion banki in tel. No. 444-7000 between 09:00 and 16:00 on 9 to 12 December 2019 or by e-mail to tm-utbod@arionbanki.isInvestors are reminded that investments in shares involve risk and that subscriptions in the offering are binding at the close of the offer period. Investors are encouraged to closely familiarise themselves with information on TM and the terms of the offering in TM’s prospectus. Particular mention is made of the section on risk factors, both as regards the operation of TM and the general risks inherent in investing in shares.Further information:The issuer of the prospectus is TM hf., ID No. 660269-2079, Síðumúli 24, 108 Reykjavík. Further information on TM, the company’s share capital and the terms of the offering may be found in the company’s prospectus dated 4 December 2019 and published on www.tm.is/fjarfestar. The prospectus may be accessed on the site for the next 12 months.
Board of Directors of TM hf.