WPTG resolves on a directed share issue of approximately SEK 6 million
Correction: WPTG resolves on a directed share issue of approximately SEK 6 million
The correction relates solely to the information regarding certain subscribers in the Directed Share Issue. The previous press release incorrectly identified certain subscribers as individuals, whereas three of the subscribers are legal entities. The legal entities are Perroxa Finans AB, which subscribes for shares corresponding to SEK 0.5 million, STAN Sweden AB, which subscribes for shares corresponding to SEK 0.5 million, and CapMate AB, which subscribes for shares corresponding to SEK 0.75 million. All other information in the previously published press release remains unchanged.
White Pearl Technology Group AB (publ) ("WPTG" or the "Company") announces that the Board of Directors has resolved, pursuant to the authorization granted by the Annual General Meeting, on a directed issue of Class B shares at a subscription price of SEK 13.15 per share, corresponding to total proceeds of approximately SEK 6.0 million before transaction costs (the "Directed Share Issue"). The purpose of the Directed Share Issue is to strengthen the Company's financial position and provide additional capital to support WPTG's continued growth, expansion and strategic initiatives. The Directed Share Issue is intended to be carried out in two tranches. Tranche 1, corresponding to approximately SEK 4.75 million, is directed to a group of external investors, while Tranche 2, corresponding to approximately SEK 1.25 million, is directed to WPTG's CEO, Ebrahim Laher, and CFO, Vikas Gupta. Tranche 2 is conditional upon subsequent approval by an Extraordinary General Meeting in accordance with Chapter 16 of the Swedish Companies Act. The Board of Directors considers that the Directed Share Issue provides WPTG with an efficient means of securing additional growth capital while further strengthening and broadening the Company's shareholder base.
The Directed Share Issue
The Directed Share Issue is intended to comprise a total of 456,273 new Class B shares at a subscription price of SEK 13.15 per share, corresponding to total proceeds of approximately SEK 6.0 million before transaction costs.
The Directed Share Issue is divided into two separate tranches.
Tranche 1 is directed to external investors. Henric Blomsterberg subscribes for shares corresponding to SEK 3.0 million, Perroxa Finans AB subscribes for shares corresponding to SEK 0.5 million, STAN Sweden AB subscribes for shares corresponding to SEK 0.5 million, and CapMate AB subscribes for shares corresponding to SEK 0.75 million. As previously communicated, the portion of the Directed Share Issue directed to external investors corresponds to aggregate proceeds of approximately SEK 4.75 million.
Tranche 2 is directed to Ebrahim Laher and Vikas Gupta, members of WPTG's management, corresponding to aggregate proceeds of approximately SEK 1.25 million. Ebrahim Laher's participation corresponds to SEK 1.0 million and Vikas Gupta's participation to SEK 0.25 million. Tranche 2 comprises 95,057 Class B shares and is conditional upon subsequent approval by the Extraordinary General Meeting.
The Board of Directors considers that the subscription price reflects prevailing market conditions and is therefore on market terms.
Tranche 2 and the Extraordinary General Meeting
Ebrahim Laher and Vikas Gupta are members of WPTG's management and therefore belong to the category of persons covered by Chapter 16 of the Swedish Companies Act (the so-called Leo rules).
Consequently, for the Board of Directors' resolution regarding Tranche 2 to be valid, it must be subsequently approved by an Extraordinary General Meeting with the support of shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting.
The date of the Extraordinary General Meeting will be announced once it has been determined.
Background and reasons for deviation from shareholders' preferential rights
The purpose of the Directed Share Issue is to strengthen the Company's financial position and provide additional capital to support WPTG's continued growth, expansion and strategic initiatives.
The Board of Directors has made an overall assessment and carefully considered the possibility of raising the corresponding capital through a rights issue. The Board considers that a directed share issue provides an opportunity to raise capital in a time- and cost-efficient manner while strengthening the Company's financial flexibility and broadening its shareholder base.
In making its assessment, the Board has also taken into account the execution and market risks associated with a rights issue, as well as the additional time and costs that such a process would entail. The Directed Share Issue enables the Company to secure growth capital efficiently while adding new investors to the shareholder base.
Based on the above, the Board of Directors considers that the Directed Share Issue is in the best interests of the Company and its shareholders and that the reasons for deviating from the shareholders' preferential rights outweigh the general principle that new share issues should be carried out with preferential rights for existing shareholders.
Shares, share capital and dilution
Following completion of both Tranche 1 and Tranche 2, the total number of Class B shares in WPTG will increase by 456,273, from 31,274,127 to 31,730,400, and the Company's share capital will increase by SEK 698,623, from SEK 688,577 to SEK 1,387,200.
The Directed Share Issue will thereby result in a total dilution of approximately 1,46 percent of the total number of shares and votes in the Company.