Terranor Group AB (publ) intends to list its shares on Nasdaq First North Growth Market and publishes prospectus ahead of the listing

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Terranor Group AB (publ) (the “Company” or “Terranor”), one of the leading players in road maintenance in the Nordic region, today announces its intention to list its shares on Nasdaq First North Growth Market (the “Listing”) and in connection therewith carry out a diversification of ownership through an offering of existing shares (the “Offering”). Terranor has, in connection with the Offering, prepared a prospectus which will be published today on the Company’s website.

The Offering in brief

• The price per share in the Offering has been set to SEK 20 (the “Offering Price”), corresponding to a total value for all shares in the Company of MSEK 400. The final outcome of the Offering will be announced through a press release that will be available on the Company’s website (www.terranorgroup.com) on 30 June 2025.

• The Offering includes up to 5,000,000 existing shares (excluding the Overallotment Option, as defined below), corresponding to 25 percent of the total number of shares in the Company, offered by mutares Holding-39 GmbH (the “Principal Owner”). The Company is not raising any capital, and will therefore not receive any proceeds, in connection with the Listing.

• To cover any overallotment in connection with the Offering, the Principal Owner will grant an option to DNB Carnegie to acquire up to an additional 750,000 existing shares, corresponding to up to 15 percent of the total number of shares in the Offering (the “Overallotment Option”). Assuming that the Overallotment Option is exercised in full, the Offering will comprise up to 5,750,000 existing shares, corresponding to 28.75 percent of the total number of shares and votes in the Company.

• The total value of the Offering amounts to MSEK 100, and under the assumption that the Overallotment Option is exercised in full, the total value of the Offering will amount to MSEK 115.

• The shares will be offered to the general public in Sweden and to institutional investors in Sweden and certain other jurisdictions in accordance with applicable regulations and exemptions[1].

• The Principal Owner has undertaken to enter into a lock-up undertaking for a period of 180 days after the first day of trading in the Company’s shares on Nasdaq First North Growth Market.

• The members of the Board of Directors and executive management of Terranor have undertaken to enter into a lock-up undertaking for 360 days after the first day of trading in the Company’s shares on Nasdaq First North Growth Market.

• Terranor has undertaken against DNB Carnegie, inter alia, that, subject to certain exceptions, for a period of 360 days from completion of the Offering, it will not, without the written consent of DNB Carnegie, resolve, or propose that the general meeting resolves, to increase the share capital by issuing shares or other financial instruments.
   
• The application period for the general public in Sweden and institutional investors is expected to be 24–27 June 2025.
   
• The first day of trading in the Company’s shares on Nasdaq First North Growth Market is expected to be on 30 June 2025 and the shares will be traded under the ticker TERNOR.
   
• A prospectus (in Swedish with English translation) containing the full terms and conditions for the Offering will be published today on the Company’s website (www.terranorgroup.com), DNB Carnegie’s website (www.dnbcarnegie.se), and Nordnet’s website (www.nordnet.se).

Michael Berglin, CEO of Terranor, comments:
”Terranor has built a strong position as a focused player in a stable and growing market. Through our locally rooted strategy and operational expertise, we deliver high-quality, reliable services every day, all year round. It is the combination of local commitment and decision-making by skilled employees, effective management and structured tendering processes that has enabled us to grow profitably while creating value for our customers. A listing provides us with good opportunities to continue this development and achieve our financial targets of increased profitability and long-term growth.”

Anders Gustafsson, chairperson of the Board of Directors in Terranor, comments:

”Terranor is a well-managed and clearly focused company that has grown strongly while maintaining quality. The Company operates in a market with long-term structural drivers and high barriers to entry, which in combination with an experienced and strategically skilled management team creates favorable conditions for continued value creation. A listing is a natural next step and we are happy to be able to welcome new investors as the Company realizes its long-term potential.”

Background to the Listing and the Offering

Terranor’s Board of Directors and executive management, supported by the Principal Owner, have made the assessment that the Listing and the Offering of the Company’s shares is a natural and important next step in Terranor’s development. In recent years, Terranor has expanded its operations and strengthened its position in road operation and maintenance in the Nordic region. The Listing is expected to further accelerate this development by increasing awareness of the Company, strengthening the brand and attracting new business opportunities. Furthermore, the Listing will provide access to the Swedish and international capital markets, creating financial flexibility for the future. The Listing and Offering of the Company’s shares also enable a broadening of the shareholder base and welcomes new investors as Terranor moves into a listed environment and realizes its long-term potential.

About Terranor

Terranor is one of the leading players in road maintenance in the Nordic region. The Company’s business concept is to offer a wide range of qualified services in road operation and maintenance to ensure that roads remain accessible and functional all year round. The business covers both winter road maintenance, with snow removal and anti-slip protection, and summer maintenance, such as repairs and asphalt work. In addition, Terranor offers services in green area management, road safety and light infrastructure projects.

Through operational efficiency, Terranor has achieved a high and profitable growth, with revenue of MSEK 3,147 and an adjusted EBITA of MSEK 90 in 2024. Between 2022 and 2024, the Company showed a compound annual growth rate of 21 percent.[2]

Terranor’s history starts when NCC began a carve-out of its road operations and maintenance business, which was initiated in 2018 and finalized in 2019. The carve-out was the start of the formation of Terranor. At that time, the carve-out consisted of a single company with subsidiaries in Norway, Denmark, Sweden and Finland. In 2020, the Principal Owner acquired the Swedish and Finnish parts of the business from NCC, and in 2021, the Principal Owner also acquired the Danish part. Since then, Terranor has established itself as an independent player.

Terranor is the only major private player specialized in road maintenance in the Nordic region, which provides competitive advantages in tender procedures. Terranor has a stable customer base and a well-diversified contract portfolio and sees good potential for continued growth. Terranor’s customers are found in both the public and private sectors, but the vast majority of Terranor’s revenue comes from government and municipal clients. The Company works with long-term contracts, often between four and eight years, which provide stable revenue streams with low risk and good visibility. These contracts include both fixed prices and variable quantities depending on the nature of the service, providing operational flexibility and stable margins.

The market for road infrastructure services is stable and generally supported by long-term structural trends. Terranor currently operates in the Swedish, Finnish, and Danish market, which are characterized by high stability, significant growth drivers, and high barriers to entry.

Growth is driven by large maintenance deficits, especially in Sweden, where the government is significantly increasing investments. At the same time, demand for traffic safety and climate measures are rising, further strengthening the demand for advanced and specialized services. The combination of maintenance deficits at governmental level, high barriers to entry, and strong local presence makes Terranor well-positioned for profitable organic growth.

Strengths and competitive advantages

Specialized in road operation and maintenance with a locally rooted strategy
Terranor has chosen to implement a strategy tailored to the conditions in each geographical market and local area, to better adapt to the specific market conditions in each country and region where it operates. A locally rooted approach allows Terranor to build stronger relations with its customers, which are often state and municipal entities.

Business-focused and effective governance
Terranor has a structured approach to aligning vision, values, strategy and operational execution across the organization. This has been created through reporting, tracking, analysis, compliance and an integrated incentive system, as well as risk mitigation through a strict maintained reporting cadence.

Low overhead costs

Over the years, Terranor has strived to maintain low overheads in relation to revenue, which has contributed to a cost-efficient structure. Overhead costs mainly include central functions such as IT, finance, HR, and management. Through decentralized management, Terranor has succeeded in keeping administrative costs at competitive levels.

Operational proficiency

Terranor has implemented structured frameworks to ensure continuous competence development, knowledge transfer and operational proficiency throughout the organization. This includes internal and external trainings, incentive systems to foster entrepreneurial spirit and achieve financial targets, as well as a systematic and structured process for strategic tendering and successful execution of projects.

Data driven tender strategy
Terranor has a systematic and structured process to ensure country-specific strategic procurement and prevent commercial risk. By utilizing its database and data driven calculation for its country-specific tender strategy, Terranor can leverage its local expertise and knowledge, such as understanding the local road structure, weather conditions and regulatory requirements. Country-specific tender strategy allows Terranor to optimize its work by focusing on a specific geographical area, which can lead to better resource allocation, reduced costs and reduced travel time.

Selected financial information

The table below shows selected financial information for the group for the financial years 2022, 2023 and 2024, as well as for the first quarters of 2024 and 2025.

	Three months ended 31 March		Financial year ended 31 December
TSEK	2025	2024	2024	2023	2022
Revenue	736,012	721,264	3,146,928	2,758,015	2,152,241
Revenue growth (%)	2%	16%	14%	28%	60%
Adjusted EBITA	12,210	7,418	89,500	83,963	96,993
Adjusted EBITA margin (%)	2%	1%	3%	3%	5%
Adjusted EBIT	9,615	4,811	78,937	73,356	87,157
Adjusted EBIT margin (%)	1%	1%	3%	3%	4%
Net cash (+)/Net debt (-)	-275,465	-187,879	-331,907	-211,589	-133,191

Prospectus and application

A prospectus (in Swedish with an English translation) containing the complete terms and conditions for the Offering will be published today on Terranor’s website (www.terranorgroup.com), DNB Carnegie’s website (www.dnbcarnegie.se) and Nordnet’s website (www.nordnet.se). Instructions for application are available on Carnegie’s website and Nordnet’s internet service (www.nordnet.se).

The prospectus has been prepared in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”). The Swedish language prospectus has been approved by the SFSA, which is the Swedish national competent authority under the Prospectus Regulation. The SFSA only approves the Swedish language prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. The approval should not be considered as an endorsement of the Company or of the securities described in the prospectus. The SFSA does not guarantee the accuracy or completeness of the factual information contained in the prospectus. Each investor is advised to make its own assessment of whether it is appropriate to invest in the shares of the Company.

Expected timetable

Application period for the general public in Sweden	24–27 June 2025
Application period for institutional investors	24–27 June 2025
Expected first day of trading in the Company’s shares	30 June 2025
Settlement date	2 July 2025

Stabilization

In connection with the Offering, DNB Carnegie may over-allot the shares in order to effect transactions in accordance with Article 5(4) of MAR, which are designed to stabilize, maintain, or otherwise support the market price at a level above those which might otherwise prevail in the open market. Such stabilization transactions may be effected on Nasdaq First North Growth Market, in the over-the-counter market or otherwise, at any time during the period starting on the date of commencement of trading in the shares on Nasdaq First North Growth Market and ending not later than 30 calendar days thereafter. DNB Carnegie is, however, not required to undertake any stabilization and there is no assurance that stabilization will be undertaken.

Stabilization, if undertaken, may be discontinued at any time without prior notice. In no event will transactions be effected at levels above the Offering Price. No later than by the end of the seventh trading day after stabilization transactions have been undertaken, DNB Carnegie shall disclose that stabilization transactions have been undertaken in accordance with article 5(4) in MAR. Within one week of the end of the stabilization period, DNB Carnegie will make public whether or not stabilization was undertaken, the date at which stabilization started, the date at which stabilization last occurred and the price range within which stabilization was carried out, for each of the dates during which stabilization transactions were carried out.

Advisors

DNB Carnegie Investment Bank AB is the Sole Global Coordinator and Sole Bookrunner. Advokatfirman Vinge KB is legal advisor to the Company. Baker & McKenzie Advokatbyrå KB is legal advisor to the Sole Global Coordinator and Sole Bookrunner. DNB Carnegie Investment Bank AB is also the Certified Adviser.

For further information, please contact:

Inka Kontturi, CFO and Head of Investor Relations
Phone: +358 445 089 875
Email: [email protected]

Ludvig Gauffin, Fogel & Partners
Phone: +46 70 991 01 08
Email: [email protected]

IMPORTANT INFORMATION

This announcement is not and does not form a part of any offer for sale of securities.

Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, New Zealand, South Africa or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.

Please note that an investment in the Company is subject to regulation under the Foreign Direct Investment Act (2023:560), which requires investors, under certain conditions, to notify and obtain approval from the Swedish Inspectorate for Strategic Products. Investors should make their own assessment of whether a notification obligation exists before making any investment decision.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements regarding the Company’s business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts and may be identified by words such as “believe,” “expect,” “anticipate,” “intends,” “estimate,” “will,” “may,” “continue”, “should”, “target”, “predict”, “guideline” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.

In connection with the offer or sale of securities referred to herein, the Sole Global Coordinator may over-allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. Any stabilization action or over-allotment will be conducted by the Sole Global Coordinator in accordance with all applicable laws and rules.